


Our Mistress

by Leonalielee



Category: South Park
Genre: Aged-Up Character(s), Alternate Universe - Superheroes/Superpowers, Body Modification, Bottom Craig, Bottom Kyle Broflovski, Bottom Leopold "Butters" Stotch, Boypussy, Breast Growth, Breastfeeding, Come Inflation, Dubious Consent, Eric Cartman Being An Asshole, Eric Cartman making it worse, Exhibitionism, F/M, Futanari, Hypnotism, I don't really like Cartman, Kidnapping, Kinky, M/M, Milk Inflation, Mind Control, Mpreg, No slow-burn at all, Non-Consensual Body Modification, Really kinky, Top Kenny McCormick, Top Stan Marsh, Top Tweek Tweak, Weight Gain, but not dramatic, cock growth, he's hypnotised so it's a bit complicated, i have no patience, is it obvious?, no beta we die like men
Language: English
Status: Completed
Published: 2019-09-11
Updated: 2020-01-21
Packaged: 2020-10-14 08:00:23
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 26
Words: 28,724
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20597387
Author URL: https://archiveofourown.org/users/Leonalielee/pseuds/Leonalielee
Summary: When a new threat, one bigger than the usual case of cat chase mouse that happened in the city protected by the heroes, they must partner with Professor Chaos, especially after their very own Super Craig and Wonder Tweek disappear into the hands of the mysterious "Mistress"





	1. Prologue

“That’s four this week,” Mysterion growled, slapping down the cream-colored file about the latest rescue. There had been so so so many cases of people vanishing from the streets, taken by some dark figure, almost like a shadow, and reappearing sometime later, a few pounds lost, dehydrated, shaking like a leaf. Each and everyone was checked into the hospital, and the police were starting to get impatient. Each time, the victims were closer and closer to death, with no explanation. The people were scared and were starting to doubt their heroes.

Finally, they were at their ends. The heroes had to turn to their enemy, the only other real villain in their town, Professor Chaos. He may not have been a very evil villain, but he was connected. He had minions of chaos everywhere. If anyone would be able to help them, it’d be him. Everyone, especially the Coon (In fact he was completely against the idea but everyone ignored him) was reluctant to team up with the Professor, but they had no other choice.

When they approached the abandoned mall that had been converted into the lair of Chaos, the only ones that entered were Toolshed, Human Kite, and Mysterion. They were more friendly with him as children and may have an easier time bringing him to their team than anyone else. 

“What brings you here, heroes?” Professor Chaos’s familiar voice boomed from the shadows of the dimly lit building. 

“We are here to talk to you,” Mysterion called into the musky darkness. "Not to fight." 

"Why would you come to me if you didn't want to fight?" The professor dropped into their view, face twisted in confusion. He was still as soft looking as their childhood, chubby cheeks, and large blue eyes. His scar from the children's ninja mistake still shone proudly against his cheek, leaving him blind in one eye. 

"We need your help." Human Kite spoke up, "There is someone hurting people, a much bigger threat than our little game of cat and mouse."

"That Mistress lady?" Chaos squeaked, his attempts to sound intimidating dropping briefly, though he quickly brought the tone back, "I mean, yes, I've had many of my minions of chaos taken by her. At the moment, most of my other minions quit because they said the pay wasn't good enough for them to go out of their house. Even General Disarray!"

"Well, we need you in order to find and stop her." Toolshed stated.

"Well I mean I guess it would be rude to say no, after all, you are just trying to help." Chaos mumbled. "Yeah sure, why not."

"Great, let's get back to base. The faster we start working on finding her, the fewer people get hurt." Mysterion turned on his heel and started walking away, the other two heroes following and their temporary ally scurrying after them.  
~~~  
"Dead ends. It's all dead ends." Tupperware said angrily. The other heroes agreed solemnly.

It had been a week since they had teamed with Professor Chaos, and so far, they had been led to literal dead ends. Heroes and minions of chaos were stationed all over, immediately spotting if someone was going to be taken. They would follow the person, attempting to rescue them, but they would vanish. The only thing the heroes had gained was brief glimpses of the Mistress herself. She was seen to be incredibly tall for a woman, midnight hair flowing down her back in waves, a body like a goddess. At this point, they wouldn't be surprised if she was one.

From what they had seen, she didn't touch people, just stared at them, leading them away with just her eyes. She must've been hypnotizing them, the conclusion the team had come to. The heroes were always on the lookout, traveling in pairs in order to try and lower the chances that she would come after them. Speaking of that…

“Is it j-j-just me or are we sh-sh-short a few heroes?” Fastpass noted. Human Kite did a short headcount and his eyebrows furrowed.

“No your right, who are we missing? We all knew when this meeting would be.” He said.

“You know the drill, sound off,” Toolshed said, loud enough that everyone in the room could hear him.

“Mosquito!”

“Tupperware”

“Mysterion”

“F-F-Fastpass”

“Human Kite” 

“COON!”

“Professor Chaos?”

“And Toolshed...hmm.” Toolshed thought for a moment before his eyes widened. “Where are Super Craig and Wonder Tweek?” He asked.

“God Dammit!” Coon slammed his fist on the table, “I always told them that they have to stay out of trouble. We can’t be a good franchise without a romantic pairing, and them being Gay makes us different!”

“Shut the hell up about franchises, fatass!” Human Kite explodes, eyes heating up dangerously. “Our friends might actually be in danger and all you’re thinking about is something no one has cared about since we were kids!” 

“I’m sorry if I’m the only one worried about staying financially stable!” Coon retaliated.

“None of us are doing this for money, Cartmen!” 

“Hey! My name is the COO-”

“Shut up you two!” Toolshed interrupted, sending an apologetic glance to Human Kite, who calmed himself down, thankfully. “We can argue about money when this case is solved. For now, we need to go out and scout for Super Craig and Wonder Tweek to see if we should be concerned.” The group eventually agreed, and each looked around the city for a while.

Unfortunately, their worries weren't for nothing. Craig and Tweek were nowhere to be found. This wasn't a matter of superheroes now, the team was actually worried for their friends.

"What if the Mistress took them?" Mosquito proposed.

"Then they'll turn up soon, right?" Chaos suggested.

They didn't.

~~~

"There, there, little heroes, I've got you. I have big plans for you, and everyone else in this pathetic city. But first, you must submit to your Mistress."


	2. Chapter 1

**Summary for the Chapter:**

> Craig and Tweek meet their Mistress

Craig opened his eyes to a light pounding in his head. His first assumption was that he had gotten a little too tipsy the night before, and that lined up with the fact that he didn't remember a thing, but there was one thing that made it impossible. Tweek was lying next to him. He never drank around his boyfriend, it made the twitchy blond nervous. So what had happened?

Looking around, Craig immediately noticed that he was definitely not at his or Tweek's house. He gently shook Tweek, intending to figure this out together. 

"Craig? What happened? Jesus my head hurts." Tweek mumbled as he blinked open bleary blue eyes. 

"I don't know where we are, Tweek," Craig stated, a mask of calmness covering his features, though Tweek had long since learned to see through that mask and saw how worried he really was. That in turn, of course, upset Tweek even more.

"Oh jeez, you're right!" Tweek cried, instantly awake. "How did we get here?! Did we get kidnapped?! What were we doing when this happened?! Were we patrolling?!" The anxious ranting just riled Tweek up more until he was almost hyperventilating.

"Tweek! Babe, calm down," Craig said, placing a firm hand on his shoulder. "We need to stay calm so we can figure out what's going on."

"Yes, please stay calm little pets." A sultry voice drifted in from a large doorway the boys hadn't noticed before in their efforts to stay calm. Electricity crackled from Tweek's fingertips, but a small chuckle was all that the action earned him.

Out of the shadow of the doorway stepped what seemed to be a goddess of a woman. Her eyes were a striking gold, spiraled with flecks of green. Her tall figure had curvy, childbearing hips paired with large, uncovered breasts. In fact, the only piece of clothing she was wearing was a tight skirt that clung to areas it probably shouldn’t stick to. Both boys covered their eyes out of instinct, but she laughed at their embarrassment. 

“Don’t be ashamed, pets, you will grow to love my breasts as much as you do each other.” The woman said, leaning forward and caressing Craig’s cheek, only for her hand to be slapped away. A smirk formed on her face as she grabbed his wrist. “Oh. I see. That’s how it’s going to be.” Craig tried to use his super strength to break away from her grip, but all it accomplished was her fingers getting tighter to the point of bruising.

“Hey! Let go of my Craig!” Tweek shrieked, letting electricity funnel at the woman. She seemed unbothered, flinging out her hand and knocking Tweek back against a wall. 

“Hey, don’t hurt him!” Craig swung at her with his other hand, only to have that one grabbed as well. The boy in her hands finally lost his temper, shouting and kicking and squirming like a little kid having a tantrum.

“Calm down, little kitten,” The woman purred, letting go of one of Craig’s wrists to instead grab his chin, forcing him to look into those flecked eyes as the bits of green started to swirl into a variety of patterns, one’s Craig couldn’t find it in himself to look away from.

Limb by limb, muscle by muscle, the stoic hero felt his body relaxing, and the thoughts dripping out of his mind until he was a pliant doll in her hands.

“What did you do to him?! Did you just hurt him?! GAH- Give him back you...you bitch!” Tweek attempted to rush the woman, but as she turned and locked eyes with him, he slowly succumbed to her as well, sinking to the floor with dazed eyes.

“Good, now first things first, I am your Mistress, and you are my pets.” She said in that same seductive voice, which wasn’t as alarming as when the boys first woke up in this strange room, in fact, it made Craig’s body relax further if that were possible, just hearing his Mistress’s voice. Mistress pointed Tweek to the bed, commanding him to sit and watch her, which is just what he did.

“Little Craig, aren’t you hungry?” she cooed to said boy, who was currently leaning into her, cheek pressed against one of those glorious breasts. He nodded, and almost immediately after, his stomach let out a loud grumble. 

“Help me feed you then,” the words were filled with mischief and had Craig lifting his head from its warm spot.

“How?” He asked in a small, mumbled voice. His question was answered by his mistress gently leading his mouth to her dark nipples and letting him latch onto the teat. 

“Drink, kitten.” Craig complied and almost immediately, warm, honey-tasting milk burst from her bosom, rushing down his throat and causing his eyes to flutter shut, warm arousal flowing through his body. A muffled grunt from the bed revealed that Tweek was definitely touching himself to the sight of his boyfriend sucking down this woman’s milk. 

Eventually, the boob he was suckling from grew dry and he was disappointed for a moment before his mistress simply let him drink from her other breast. Another problem presented itself when he started to feel full; the milk was just so amazing, he never wanted to stop drinking it. Craig’s solution? Ignore the full feeling in his stomach and keep chugging to sugary sweet milk until both boobs were dry and his belly was taut as a drum, making his arousal raise itself more. 

“Are you full of Mistress’s milk, nice and round for me?” Mistress asked, rubbing the tight skin and causing little moans to escape Craig’s lips as he nodded. Looking up, he saw that Mistress’s eyes were still swirling hypnotically, and allowed himself to get lost in the colors and patterns as she continued to rub his stomach and murmur to him in that intoxicating voice.

A little while after, when Craig’s stomach, though still noticeable, wasn’t as bloated and sore anymore, he was lain back down on the bed, the bedsheets now sticky with Tweek’s cum as he had finished by hand. The blond gently spooned his boyfriend before, as if he could feel Craig’s arousal, removed his gloves and reached down the past the waistband of Craig’s underwear, gently cupping him softly. A sigh escaped the ravenet’s mouth, turning into a high pitched moan when the hand started to gently stroke his member until his breath hitched and he came in his pants over his boyfriend’s hand.

After his orgasm, Craig lay listlessly against Tweek, a completely out of character smile breaking out over his face.

“This isn’t so bad,”

**Notes for the Chapter:**

> Funny story, this fanfic is based on a much cleaner one I wrote when I was first introduced to fandoms.


	3. Chapter 2

**Summary for the Chapter:**

> Kyle is an emotional drunk.

Kyle sighed, rubbing his eyes. The heroes' search the last few days had turned up empty so far, and he needed some time to relax before he lasered Cartman in the face in return for all the moaning and groaning he had been doing, droning on and on about how they would have to compensate for the loss of their gay superheroes. He honestly just missed his friends, worried about their safety.

“Hey man, I knocked, but you didn’t answer so I let myself in.” Kyle’s best friend called from the front room of his apartment. Kyle looked up from his desk, where he had been struggling with schoolwork. He was going to an online law school, per his parents’ demands, and trying to fit in all the schoolwork between work and being a superhero was taking a toll on his health, both mental and physical.

“Dude, you look like shit.” The statement made a sarcastic chuckle slip past Kyle’s lips as he held his head in his hands.

“The understatement of the century.” The redhead mumbled. “I’m doomed. Failing all my classes.”

“You should just drop out. You obviously don’t want to be a lawyer.” Stan suggested, flopping face-first onto the bed.

“You know I can’t do that. You saw how hard I had to work to convince my parents to just take the online course, they would disown me.” Kyle removed his hands from his face, letting his head drop to the desk with an audible thunk.

“Geez. Sounds like you need a drink.” Stan smiled as Kyle glared at him.

“I don’t have time to get drunk, plus, I don’t even have any alcohol-Oh, of course, you have some.” Kyle sighed in disappointment as Stan pulled out a bottle of whiskey. “Is that even enough to get you drunk? Or is it more of a casual amount for you?”

“It’s enough to keep me buzzed in moderation, but with how much of a lightweight you are, it’s more than enough,” Stan said, rolling over and taking a swig.

“Well, as I said before, I don't have time to get drunk, I have too much to-” Stan cut him off by shoving the bottle in his face.

“Just one little itty bitty sip?” The silly, begging eyes that Stan was giving him was too much, and Kyle pushed back his chair. The boy laying on the bed pouted for a moment before hearing Kyle call after him, “Are you coming? I’m not going to drink from the bottle like a barbarian.”

“Really? That never works!” Stan quickly popped up and grabbed the whiskey, letting out a short whoop.  
“Yeah, well I’m fucking losing my mind. You’re right, I need to relax.” Kyle said, pulling out two glasses and a can of cola. “I can’t stand the taste of killing my brain cells.” was his explanation when Stan gave him a strange look.

After a few drinks, Kyle seemed to have forgotten his statement about dying brain cells, as he was nestled into Stan’s side on his second-hand couch, tossing back another glass of whiskey. Stan, who was more tipsy than drunk, though he had the same amount of alcohol, chuckled.

“Wow, you really are a lightweight.” Stan chuckled, taking the empty glass from his wasted friend’s hand.

“Don’ fuckin’ insult me,” Kyle mumbled, attempting to smack his friend and missing. “I can do wha’ever I wan ta.” 

“Says the guy drowning in work, school, and being a fuckin awesome hero.”

“I don wanna be drownin!” Kyle whined loudly. “I wanna flyyyyyyyyyyyy,”

“You fly every day, you crackhead.” Stan laughed.

“Then you tell me,” The ginger paused to sit up with a grunt, “Why I’m drowing...drowning!” To emphasize his point, he jabbed an unsteady finger into Stan’s chest.

“Because even superheroes need a break.” The ravenet said, taking another drink straight from the bottle, surprised when Kyle started to sob loudly.

“You’re right! I need a break. I can’t handle all thissstuff!” He slurred through his tears. “I hate school! I hate my job, I hate everything!” 

“Oh Jesus, you big baby, c’ mere.” Stan opened his arms up and the curly-haired jew basically tossed himself into his arms, crying openly and without shame. “Goddamn, I shouldn’t have given you alcohol.”

“Shut up and just love me!” Kyle wailed, “Love me like you love Wendy!” 

“Oh man.” Stan started to laugh.

“Don’t laugh at me!” Kyle punched his chest weakly.

“Kyle, I can’t love you like I love Wendy.” He said.

“Why not?”

“Kyle, I broke up with Wendy almost four months ago, remember?”

“You did?” At this, tears leaked out impossibly faster from Kyle’s eyes. “So you don’t love her?”

“No, Kyle, I don’t.” 

“Then do you still love me?” 

“Sure,” Stan mumbled, not thinking as he drank some more of his booze. The answer seemed to placate Kyle for a bit, at least until he stopped crying. Meanwhile, Stan downed the rest of the bottle of whiskey, yawning as he grew drowsy.

“Stan?”

“Hmm.”

“Will you ever love me like you loved Wendy?” 

“Yeah sure, bud.”

“...Stan?”

“What?”

“...I don’t want to drown.”

“Do something about it.”

“Like drop out?” 

“If it works, it works.”

“Stan”

“What, Kyle?”

“I think I love you like you loved Wendy.”

“...I know, bud.”


	4. Chapter 3

**Summary for the Chapter:**

> Craig and Tweek go through some changes, literally. Kyle and Stan go through some changes, figuratively.

Craig and Tweek were completely oblivious to the worries in the world around them, falling into a routine over the next few days. They would wake up in the bed, panicking, before their Mistress came and gave them those beautiful colors in her eyes. She would stuff Craig full of milk, and occasionally Tweek as well, and then rub their stomachs until they stopped aching before the two would get each other off by hand or blowjob and they would fall back asleep. 

But each time they woke up, they were less panicky and fell under the hypnotization faster. Energy hummed under their skin, and it seemed Craig was even putting on a bit of weight from all the milk guzzling. Not much, just barely noticeable, but when Mistress did notice, their nice little routine was over.

“Ah, little Kitten, it seems you’ve been getting a little rounder, huh?” The busty woman remarked in her trademark sultry tone, picking up the smaller of her pets. She rubbed her thumb over his little bit of pudge.

“Not my fault,” The ravenet mumbled, but he melted into the touch.

“Yes, it’s not your fault, this just means your ready.” She said, maneuvering the boy so she could undress him easily.

“Ready? For what?” He asked, not protesting the removal of his clothes, they were getting uncomfortable anyways with all the coming in his pants he had been doing due to Tweek’s skillful fingers. His question was answered with a low chuckle.

“You’ll see very soon.” She said, setting him back down, much to his confusion. “Your mate must go first.” She took up Tweek, who didn’t squirm, just lay limp against her arm as she sat down in what seemed to be a rocking chair adjacent from the bed. She removed Tweek’s clothes as well, earning a whine as her hand lingered over his erect member.

“Patience, pet.” She whispered. “Here, feed.” The twitchy blonde latched onto a nipple, starting to chug down the sweet milk as she ran her hands over his body. The already tall boy seemed to grow at least a few inches. Craig felt his cock start to rise to attention as his boyfriend's already toned muscles seemed to stiffen, the outline of abs appearing on his stomach. The sight made Craig absolutely drool, no shame at being hard around his mistress. 

Speaking of which, the woman finally paid attention to Tweek’s hard-on, stroking her large hand over it. Before Craig’s very eyes, his boyfriend's cock seemed to lengthen, from his already impressive girth to something that made the ravenet's mouth watered at the thought of having it inside him. Finally, Tweek came, his jizz spraying out in thick white ropes and…there was so much of it. Once again, Craig could feel saliva dripping down his chin imagining it all inside him, bloating him up. 

“You like my changes?” Mistress said, stroking Tweek through his orgasm. When he was finally finished, Mistress set him on the bed. Craig nodded, fully hard at this point.

“Ready for your turn?” Once again, Craig nodded, more eagerly this time. He let Mistress guide him to her other tit, letting him eagerly suck down the milk. When her hands started to run over his body, waves of pleasure washed over him, making him moan loudly. He felt his behind start to round more than before, his already perky ass plumping up, and in turn, his thighs thickened as well. As those divine hands glided over his waist, it thinned, but as they passed his hips, they widened. But the pleasure really seemed to ramp up when she started to focus on his nipples, working her magic on his chest. What was a completely flat chest grew soft and malleable. The small mounds grew until the boy was sporting sizable breasts of his own, at least C-cups. 

Lastly, the Mistress reached her hand between Craig’s legs, where she rubbed the area between his cock and balls and his ass. The raven-haired boy wailed in ecstasy as his skin opened up into a flowering pussy, seeming to suck Mistress’s fingers in as he came, squirting out of his new cunt. He was laid down next to Tweek, who spooned him and cupped his new breasts in large hands, earning a weak whine from the boy. 

“My perfect pets.” Mistress cooed to the exhausted boys.

~~~  
“Holy shit you really did it.” Stan breathed, watching Kyle shove all his schoolwork into the trashcan.

“You were right. I have too much on my plate. Who cares if my parents disown me? It’s not like they supported me at all.” The redhead replied angrily. “I don’t want to be a damn lawyer like my dad, I don’t even know what I want to do, they chose it all for me.”

“I think you did the right thing by dropping out,” Stan said. “You’ll be able to think now that you have some breathing room.”

“Yeah, thanks.” Kyle sat back down after all signs of his school were gone. “I didn’t think alcohol of all things was gonna help me get my shit together.” At that, his friend laughed.

“Yeah, considering it’s the thing making me fucking fall apart.” 

“Yeah…” The two fell into a comfortable silence until Stan broke it.

“Did you mean it?”

“What?”

“Did you mean it when you said you loved me like I loved Wendy?” Kyle’s face turned impossibly red.

“I mean...like...maybe?” He said, his voice raising an octave. “Alcohol tends to make people very honest.”

“So you do love me?” Stan sat next to Kyle, moving closer until their legs pressed together.

“I...um-I…uh” The ginger’s face couldn’t get any redder and hid his face in his hands. “You gotta make me say it out loud?”

“You loooooooooooooove me?” Stan crooned in a sing voice. 

“Nope! Not anymore!” Kyle said, standing back up. 

“Seriously though, you like me?” Stan followed him, wrapping his arms around Kyle, who looked down to hide his face. 

“...yeah…” 

“Really?”

“Yes, Jesus Christ I like you!” Kyle pulled his hat down to cover his blush, “Even though you’re an absolute idiot.”

“Really? Then would you prove it with one Lil kiss?” Stan said with a snooty smile, not expecting Kyle to actually turn around and give Stan a little peck on the lips before turning and acting like nothing had happened.

“That all you got?” Those words led to Kyle pushing him onto the bed and angrily straddling him, leaning down and catching Stan’s lips harshly. The pinned boy smiled and held Kyle by the hips, biting the bottom lip of the redhead atop him, who let out a startled gasp that ended as a shaky moan as Stan pushed his tongue inside the other’s mouth, simultaneously grinding up into Kyle’s ass. 

“Stan!” He snapped as soon as they pulled away, “What was that?” 

“Something you seemed to like.”

“You are so dumb, the biggest idiot on the plan-mmph!” Stan cut Kyle off with a renewed kiss, smiling. He continued to rub his clothed member against the shorter’s bottom, earning flustered squeaks and moans.

“Umm...I don’t know what I just walked into, but the heroes need you guys at headquarters.” Butters looked startled as he saw the scene unfolding in front of him.

“Oh, well, we’ll be right there,” Kyle said, leaping off of Stan.

“Hey, Butters?” 

“Y-Yeah, Kyle?”

“Tell anyone what you saw and you’re dead."

**Notes for the Chapter:**

> A Lil bit o fluff, a lot bit o smut


	5. Chapter 4

**Summary for the Chapter:**

> Butters has a sexuality crisis. Kenny helps fix it.

Butters wasn’t sure what it was about walking in on Kyle and Stan in the middle of an intense make out, but it sparked something inside of him. The blonde had never given much thought to a love life, his parents had drilled it into his head since he was born that they would ground him for the rest of his life if he tried to have a physical relationship. And since he was forced to continue living with them, due to a shitty job and his parents making him pay a ridiculous amount of rent, he was still able to be grounded, even though he was almost 20.

But now, he couldn’t stop thinking about himself getting a kiss like that, being able to get one whenever he wanted. He’d had kisses before, but that was back in fourth grade, and he had paid for the kisses. But to have one from someone who actually cared? He got close to it with his childhood girlfriend, Charlette, but she left back to Canada before it happened. 

He imagined someone kissing him, softly, roughly, deeply, a quick peck. He imagined someone hugging him from behind, gently kissing behind his ear as they whispered something sweet in his ears. He imagined being spooned in bed, his lover tucking him to their chest, burying their face in the base of his neck.

He imagined a date, sitting in a little booth in a dimly lit restaurant, staring into his crystal blue eyes, smiling in return to the gap-toothed smile fitted crookedly on sun-kissed skin dotted with light freckles. He imagined reaching over and taking those scarred hands, calloused from all the hard work his love had to do to support his family after his father gave up on them and-oh cheeseburgers.

His fantasy had taken form. But he wasn’t a homosexual! So why was his daydream a boy, a specific boy. One that wouldn’t get out of his head, no matter how hard he tried. He was supposed to be his biggest enemy, was from the beginning.

“Professor Chaos!” The Coon’s shout was accompanied by a solid smack to the back of the head. “Get back down to earth, Space ranger.” Butters rubbed the back of his head, pouting. He looked up and locked eyes with the boy across the table before his face lit up red, embarrassed for his daydreams about him. 

“S-Sorry fellas, W-what were you saying?” The Coon rolled his eyes. 

“We were saying that we might be able to get to wherever this woman is. At the spot where everyone has been disappearing, there is always a manhole. We think that she’s in the sewers like a nasty little rat.” The chubby hero explained again, Butter’s wiping his face as bits of spittle flew at him from the Coon’s accentuated way of speaking. “We just need to follow the sewer, and we’ll find her lair. Tupperware will lead the search.” 

Butter’s tuned out soon afterward, caught up with how the boy across from him was staring. He acted like he didn’t notice, pretending to be absorbed in the plan to search the sewers every night. The hero slid a piece of paper across the table like they were kids in class still. Butters subtly picked the paper up, glancing at the words written on it. They simply read, “Stark’s Pond”, but it was enough to make his heart start to beat quickly against his ribs. Was this a trick? Did he read his mind? Could he help him figure out why he was thinking all these strange thoughts in his head?

Soon enough, he was standing at the edge of the pond, pulling his sweater closer to try to chase the warmth. His parents were upset that he hadn’t been home in time for their curfew. He had begun to argue, saying he was an adult and paid his own rent. So naturally, they locked him out and said he was on his own until he decided to respect their rules.

So there he stood, without a winter coat in the early months of the year. It was reminiscent of his childhood, though, usually, he would stay in his backyard until his parents let him back in. 

“Butters!” The boy who had occupied his thoughts all-day called out to him. Butters turned to be faced with that orange parka.

“Kenny!” Butters smiled at him, jogging to where he was.

“I wanted to talk to-Jesus, you look like you’re freezing!” Kenny took one of Butters's hands. “Jesus Christ you ARE freezing! Why don’t you have a coat?” 

“Ah, well, I just uh...forgot it?” He didn’t even sound convincing to himself. 

“Yeah, ok, how about you actually tell me why you are standing in freezing weather without anything to keep out the cold?” The taller blonde said, looking at Butters in a way that made the other look away in shame.

“I-I-I got locked out of my house.” He admitted quietly.

“You still living with your parents?” Kenny asked.

“Y-Yeah, I can’t save up enough money to leave with how much they take for rent.” Butters shivered a bit, looking embarrassed. 

“Here, take my coat.” 

“Oh no that’s ok you’ll get-”

“I have a coat underneath,” The large orange coat was draped over the shorter’s shoulders, to which he slipped his arms into the sleeves. It was huge on him, and his hands had no hope of the ends of the sleeves. But at least it was warm. Kenny was left in a thick grey hoodie, making Butters aware of how muscular he really was, the puffiness of the parka hiding the muscles.

“So, what did you want to talk to me about?” Butters asked, trying to change the subject.

“Oh, well, I mean, I just…” Kenny closed his eyes as if he was steeling himself. “I saw how you were looking at me. Something changed in the way you saw me. What happened.”

“Oh well, I mean, I shouldn’t say” 

“That’s ok, but I’m pretty good at reading expressions,”

“And what did my expression say?”

“That you wanted something.”

“Like what?”

“Like this.” Kenny leaned in an gently pressed his chapped lips against Butter’s soft ones, bringing a hand up to hold the smaller’s face. Butter’s knees felt weak, it was so much different than he remembered, so much better. He tossed his arms around the taller one, pulling him closer. When they pulled apart, both were panting slightly, out of breath.

“Was I right?”

“Completely.”

Butters let his head rest against Kenny’s chest smiling. He sure did help him figure out all the thoughts in his head and what he figured out was that he had fallen in love quicker than you could say “Oh cheeseburgers”.

“Do you have a place to stay for tonight?” Butters slowly shook his head and sighed.

“I’m sure that my parents will let me back in at some point.”

“Ah, screw your parents, you can come stay at my place tonight. We finally got a new heater it’s fuckin cozy in there.” 

Yeah, he was head over heels.

**Notes for the Chapter:**

> I know the story is like, all over the place, but It'll make sense at some point I think.


	6. Chapter 5

**Summary for the Chapter:**

> Almost 1000 words of pure smut

As time passed, the heroes searched the sewers for the missing heroes, thinking they were probably being tortured by The Mistress or being kept as her prisoner. They grew worried that they were in danger of being hurt or killed and grew more desperate each day that passed. But contradictory to what the heroes thought, Craig and Tweek were perfectly happy, though in a way that wasn’t of their consent, nonetheless, they were happy enough to finally give in to the sexual energy Mistress had been constantly sending into them.

~~~

Craig sighed in contentness, grinding down against his mate. Tweek responded by nipping at the smaller’s neck, leaving a red mark on the skin. Craig felt arousal rush to his member. He looked to where Mistress was watching them. She had fed them not too long ago, and Craig's stomach was still a bit bloated from it, but it meant that Mistress was still in the room, sitting in that large chair. She nodded her seeming consent to them, crossing one leg over the other as if she was waiting for a show to begin. 

The knowledge that his Mistress would be watching them spurred Craig on more, he wasn’t going to lie. It seemed to have the same effect on Tweek, as he felt something poke against his ass. The ravenet pushed back against him, earning a gasp from Tweek. The bigger man flipped them so he was on top of Craig, who smiled up at him with hooded eyes, daring him almost. Tweek lowered his head, tongue flicking over the tip of one of Craig’s nipples.

“Oh shit!” Craig gasped, unprepared for how sensitive his tits were. Tweek continued to lick and bite his teat, surprised when milk started to bead at the tips. “Oh god.” The breasted boy started to pant as Tweek started to such at his boob to coax more and more of the milk out. It tasted different than the honey flavor of Mistress, more like a sweet vanilla flavor, and it was all the more addictive to him. Craig was writhing in the sheets, tears forming in the corners of his eyes from the sensitivity alone. He met eyes with the Mistress, who was watching them with an expression of amusement.

“More, Babe, please!” He begged, his cunt practically dripping. Tweek complied and moved down, taking that amazing tongue with him, until it was entering him, sending sparks up Craig’s spine. He couldn’t help it, his plump thighs squeezed, chasing the feeling of Tweek eating him out, though it didn’t seem to deter his mate, in fact, he seemed to speed up, causing Craig’s thighs to squeeze harder.

Eventually, Tweek pulled back, panting, and pressed kisses to the inside of those quivering thighs.

“God, those fucking watermelons are so sexy crushing my head.” He growled out in a low voice, igniting a heat in the pit of Craig’s stomach. A sweet smelled filled the room, it’s origin being the black-haired boy. Whatever it was caused Tweek to bury his nose deep into Craig’s neck, where the scent was strongest.

“Pheromones,” Mistress supplied helpfully, “Should make things a bit nicer.”

“Whatever it is, it smells like heaven,” Tweek purred.

“Jesus just FUCK ME!” Craig whined, wrapping his legs around Tweek and using them to pull his front flush to Craig’s pussy. Tweek continued to take his time, fingering his boyfriend open slowly and unraveling the boy in the sheets. 

Finally, after four fingers had been buried in the boy, they were taken out and replaced with the head of Tweek’s impressive member, making Craig squirm and push back, trying to get it in faster. The blonde pushed him down, holding him still as he slowly pushed in. 

“Yes yes yes yes, God YES!” Craig wailed as Tweek bottomed out. Fast enough to give him whiplash, Tweek slowed down until he was gently fucking Craig, none of the usual quickness of their usual sex. They didn’t have any worries, no reason to hurry, and they were able to enjoy it more. Craig moaned breathily with every thrust until Tweek found that special spot that had him seeing stars and he came with a short shout. His boyfriend gently fucked him through the orgasm, though he sped up as he neared his own edge. 

After a few minutes, Tweek went over the edge, and out came that torrent of jizz that Craig had been so eager to receive. As it filled his womb, it was just like he imagined, bloating out his abdomen until he could see a bulge forming. Finally, the stream ended and Tweek pulled out, a torrent of come following him. He collapsed next to his smaller mate, thought the sheets were now a mess of come. 

“What a delightful show,” Mistress said, reminding the tired boys of her presence. The praise sent a strange, tingling jolt of pleasure through their bodies as if they were programmed to respond to it. She approached the bed, snapping her fingers, and the mess on the bed disappeared. Afterward, she lay in the bed next to the boys, drawing them close to her and her warmth. Craig was sandwiched between this giant woman and perfect boy, and he couldn’t be happier. Tweek was constantly massaging his tits like stress balls, making milk drip onto the sheets as Mistress continually tracing over the curve of his hips and ass. He felt like he was in heaven with all the sensations, letting his eyes fall closed.

~~~  
“God I’m so worried about those two, even though we’re supposed to be enemies.” Butters sighed, shaking his head. “I hope they’re ok, and I wish they knew how hard we are looking for them.”

“I’m sure they wait for us all day, we’ll find them and get them out of whatever hell-hole they’re being kept in,” Kenny reassured Butters. “They’ll be ok.”


	7. Chapter 6

**Summary for the Chapter:**

> The heroes find Mistress's lair, but they aren't the best at being sneaky

“Guys! Look!” Kyle whisper shouted. The other boys in the sewer turned to see what the redhead was pointing at. There was a light a little way down. They all whooped with glee, glad to have potentially discovered the Mistress’s layer. Stan quickly shushed them, turning back towards the light. In the distance, a shout echoed, hardly loud enough to hear. Their eyes widened. Were the boys in pain?!

They quickened their steps, moving cautiously to avoid tearing the plastic bags over their feet, protecting their sneakers. None of them were in costume, too afraid they would have to fight in clothes that smelled like the sewer every day. The group consisted of Stan, Kyle, Kenny, Clyde, and Butters.

Soon the group rounded a bend and the water dried up. The light was brighter now, very close. There was a large doorway with the door ajar, and from inside came that light. Kyle crept closer to see what was going on inside and was met with a sight he would never forget. A feminine looking Craig lay between a giant woman, “The Mistress,” if he assumed correctly, and Tweek, who looked somewhat bigger. After almost a month of searching, they were laying on the bed...Groping each other!? He stumbled back, unable to get the image of Craig with a pair of dripping tits out of his mind. 

“What is she doing to them? What did you see? Was it that bad?” Came the chorus of whispers from the group around them. 

“Are you ok?” Stan helped him to his feet, looking concerned, “Was it gory or something?”

“N-No it was-”

“Well, how nice. We have visitors.” A sugary sweet voice said from above them. All the heroes turned and stared into the grinning face of the Mistress. A moment of silence passed before they all screamed and started running, though not in the direction they came in a panic. The Mistress, however, had extremely long legs and plucked up all except Clyde.

“Go to your little hero friends, bring them here, maybe we can strike up a deal.” She called after the running boy. The truth was, she felt the energy humming through these pairs she had caught, and who was she to turn down more pets?

~~~

“WHAT DO YOU MEAN THEY GOT CAPTURED!?” Cartman screamed at Clyde, who shrank away from his sharp claws, which were flailing around in frustration. “HOW DID YOU OF ALL PEOPLE GET AWAY!?” 

“She let me go as a messenger,” Clyde admitted. “She wants to make a deal with us.”

“WHAT? NO! We aren’t going to be stupid enough to go down into those sewers to make a deal with this lady! She’ll just kidnap all of us!” Clyde yelped and ducked under Cartman’s claws as he swung at him in anger. “We are down SIX people in our franchise, including the only fucking supervillain we have! We are gonna go down in flames!”

“Then sh-sh-shouldn’t we t-t-t-take the chance and stri-stri-strike up a deal?” Jimmy suggested, “For the ch-chance that we get our f-f-friends back?”

“My hands are tied! I guess we have to even though we will FUCKING DIE!” Cartmen screamed.

“They aren’t dead!” Clyde protested. 

“What?”

“Before we got caught, Kyle saw them. They weren’t dead. The Mistress referred to them as her pets.” The boy explained.

“Then what the fuck are you waiting for? Let’s leave!” Cartman shoved past the remaining heroes, leaving them with tired and annoyed expressions. 

~~~

“Oh, you guys are here too?” Craig said with a smile, leaving into Tweek’s side as he observed the boys tied up across from the bed. They were all attempting to avoid staring at Craig and Tweek, seeing as though both of them were naked, and weren’t attempting to hide their indecency at all.

“I guess they’re shy.” Tweek murmured. “Mistress must not have given them the colors yet.”

“Or fed them.” 

“Yeah.”

The pair fell into a strange silence, watching the four bound boys struggle to get out of their bonds while trying to avoid looking at the bed. Butters was the first to fail, eyes sneakily leading him to Craig’s curvaceous body, immediately going red in the face. Of course, the two boys on the bed noticed at once and gave each other very out of character, mischevious smirks. Craig lowered his head and started to lick over Tweek’s impressive girth, eliciting a groan from the boy above him. Glancing over, no one else had looked up, still trying to get out of the ropes, though Butter’s was finding it harder to look away, face burning in embarrassment. Craig turned back to his mate, flicking his tongue over the tip of his manhood. Another drawn-out moan. Intent on making as many noises as he could escape his lover's lips, Craig took the tip into his mouth and slowly bobbed his head. Once again shooting a glance at the bound boys, he was delighted to find that Stan and Kenny were ashamedly watching him blow his boyfriend. 

Kyle, however, was staying strong, though he struggled with more fervor. But Craig wanted him to see. He wanted him to see how wonderful it was as one of Mistress’s pets, able to do whatever they please, pleasuring each other to no end. He took Tweek as deep as he could, gagging slightly, and stroking whatever he couldn’t reach. The blonde’s breath hitched, and with a cry, there was a thick torrent of jizz flowing down his throat, so much that it leaked out the side of his mouth. That delicious full feeling of being bloated up by the sheer amount of come filling his belly was making Craig’s mind go fuzzy, and he pulled off Tweek’s dick with an obscene pop. Laying back against Tweek and rubbing his slightly swollen belly, he spared another look at Kyle and a sense of pride welled up in him to see the boy staring, a noticeable tent in his jeans.

The Mistress soon reentered the room, in the middle of Craig and Tweek locked into each others’ arms, and looked on in satisfaction at how all her new pets found themselves unable to look away as Tweek fingered open Craig’s sensitive cunt.

“Ah, very good little pets, I see you’ve seen what I can do with you.” All eye looked at the woman, mostly fear, but with little hints of arousal, “Or rather, what I will do with you.”

**Notes for the Chapter:**

> Getting into the main leg of the story now that all the OTP's are together.


	8. Chapter 7

**Summary for the Chapter:**

> Clyde tries to bring the team to rescue the captured gay-i mean heroes, while the Mistress calms everyone down with some warm milk

“It’s this way, I’m sure of it,” Clyde said, sloshing through the mush. Jimmy was the only boy not with them, as...you know...it would be a bit difficult, but Cartman, Token, and a few chaos minions followed him. When he saw the familiar light, he pointed them to it, and they approached with caution.

~~~

The last few hours with the Mistress and these hypnotized versions of their friends had been interesting for the heroes to say the least, and living hell to say the most. They were still bound by their wrists, gags in their mouths, but after Craig and Tweek had stolen their attention from trying to escape, the Mistress had entered and proceeded to pluck Butters up by his tied up hands, thankfully tied in the front, or it would have hurt a lot more. She brought him to that large chair of hers and sat him on her lap, undoing his bonds and holding his arms down when he started to struggle with one large hand. Without even bothering to hypnotize him, she pushed his mouth to her tit, though he refused to drink. She gave her boob a firm squeeze and a spray of milk hit his face. She swiped up a bit of milk on her finger and forcefully opened Butters’s mouth. Once the honey taste hit his tongue and that little bit of warmth swept through his body, the blond’s eyelids drooped a bit and he chased the taste.

The Mistress then proceeded to coo and praise him like a young child, much to the disgust of the three remaining boys. Butters didn’t seem to mind being wrapped up in her arms too much anymore, mind focused on a single thing, and that was the sweet taste of Mistress’s milk. When she once more held his face to her dark nipple, he latched on and started nursing the milk out. As more came out, Butters’s eyelids came closer and closer to shutting completely, much to the dismay of the still tied up boys. Eventually, Mistress released Butters’s arms, which just came up to try to coax more milk out.

Kenny twisted his head around frantically, managing to dislodge the gag from his mouth.

“Butters! Stop! That milk is messing with your mind!!” He shouted, causing said boy to pull away from the teat in his mouth to look at Kenny in confusion. Mistress shot a look at Craig, who nodded slightly. He had been enjoying the show, but still reluctantly left the bed and the warmth of Tweek’s arms to stalk over to the yelling boy and seat himself on his lap. Kenny quieted to stare at Craig, who was still naked. 

“Wh-what are you doing?” He asked uneasily. Craig didn’t answer, just gave his tit a firm squeeze until milk dribbled from the nipple. He swiped up the dripping beads and looked back up to Kenny, who’s face had drained of all the color. “No no no man, I’m not gonna do that, she’s got you messed up in the-mmph!” While Kenny was talking, Craig shoved his milk-covered finger in his mouth, mimicking the Mistress’s actions a few moments ago. The effect was largely the same, though not as strong as Mistress. Kenny calmed down a bit, breathing a bit heavily. He wasn’t quite as mindlessly under the effects of the milk like Butter’s was, but he felt it was hard to try and deny when Craig offered up his breast and found himself leaning forward to bring it to his lips. By the time he realized what he was doing, it was too late, warm milk running down his throat. In a few moments, he was gulping it down as mindlessly as Butters.

Speaking of Butters, the platinum blonde had been quickly filled up due to his skinny build (years of being sent to his room without meals did that to you) and was set down at the foot of the rocking chair, not stuffed to bulging like Craig and Tweek usually were, but still a bit bloated. Mistress nodded towards Tweek and he walked over to pick up Kyle, who thrashed around as best as he could while still tied up. As soon as his bonds had been undone, Kyle was kicking and punching at the Mistress with all his might. 

“Put me DOWN! Let me GO!” He was shouting, and anytime a Mistress tried to feed him, he snapped at her like an untrained puppy, clapping his teeth together with an audible clack. Eventually, Mistress grew unamused with the shouting, flailing ginger and grabbed his chin, working that hypnotism magic.

“A shame. I didn’t want to have to hypnotize you. I wanted all of you lucid enough to talk to your little resue party when they come.” Mistress said in disappointment as the redhead started to completely relax, falling against her arm in an artificial exhaustion. She started to feed him gently, though he only had the energy to lazily nurse, like a sleepy baby.

Once Kenny was as relaxed as Butters, Craig stepped away, causing the gap-toothed blonde’s head to slump forward onto his chest with a sleepy smile.

When the breasted boy started heading towards Stan, the last level headed boy in the room, he started to shake his head and squirming around. He didn’t want to hurt his friend, but he certainly did not want to end up like them. The gag was taken from his mouth, and he immediately snapped it shut. Craig pouted with those plump lips of his, looking to Tweek for help. 

“Sorry dude,” The tall blond said before prying Stan’s mouth open. Craig tugged at his breast and squirted his milk directly into Stan’s mouth, causing him to almost choke on the milk. After it started to take effect, Craig led his boob into the other’s mouth. After a moment, Stan seemed to partially snap out of his trance and clamped down on the nipple in his mouth with sharp incisors. Craig shrieked in pain and surprise, falling backward off Stan’s lap, clutching at the hurt breast tenderly, blood dripping from the bitten teat. Stan had bitten through the skin. 

“Uh oh, you injured Tweek’s mate,” Mistress said, cradling Kyle gently. Not a moment later a protective growl came from behind Stan, where Tweek had been standing while he helped Craig. Stan hardly had time to turn and look before he was shoved to the floor, bound hands uselessly pinned beneath him. He closed his eyes and braced himself as a fist crashed into his face, creating a spurt of blood to rush out his nose. Craig tugged at Tweek as he brought his fist down again, trying to calm him. A thin stream of blood had made its way down his stomach, though Craig had his hand over the small wound, blocking the blood. Tweek reluctantly got off of Stan, who lay in a daze, to go to his mate, pulling Craig into his lap and holding him tightly. 

“Ah, I guess I’ll have to do Stan as well,” Mistress said, “Shame, it would have been faster.” She switched which side Kyle was drinking from, hardly earning a sound from the redhead, who was almost asleep in her arms.

When he nodded off and accidentally slipped off the nub he had been sucking on, Mistress set him next to Butters, and the two curled into each other’s grips unconsciously. She stood and plucked up Stan, who was too afraid to resist again, as blood was still dripping from his nose, staining his jacket. He just let the breast be placed into his mouth, and let his eyes slip shut. 

At that moment, familiar voices were heard through angry shouts out in the sewer. 

“Fuck you, Clyde!” a voice that sounded like Cartman shrieked, “You made me rip the bag! These are new shoes!” 

“Dude you’re gonna get us caught!” Token’s frantic voice called. 

“Ooh, they’re here,” Mistress smirked as she set Stan next to the other boys, drawing herself up to her full height. “I’ll be right back.”

**Notes for the Chapter:**

> Sorry, it took me a few days to update, hectic schedule


	9. Chapter 8

**Summary for the Chapter:**

> Cartman makes a deal. like an idiot.

Soon after the Mistress took off to “greet” her visitors, she came back, pulling a group of bloody nosed heroes, who didn’t look like they much wanted to fight her, but were still angry nonetheless. Mistress sat in her rocking chair, which seemed more like a throne in this situation. The four recently fed boys were curled up at the base of the chair, all sleepily watching their “rescuers” except Kyle, who was dead asleep, lying wedged in between Stan and Butters, head in Stan’s lap. 

“Did you fucking drug them?!” Cartman shrieked, even more convinced when he saw Tweek sitting beside the chair with Craig in his lap, still seething about Stan biting his mate, until Mistress plucked Craig up and sat him on her own lap, revealing his very real tits. “What the fuck?”

“These are my new pets. And you will never get them back. They can’t even go back if they wanted to and I let them go,” Mistress said with a smile. 

“Bullshit,” Cartman shot back.

“Dude, maybe you should just-” Token was cut off before he could continue.

“If they can’t leave, then why the hell did you want to ‘strike a deal?’” The chubby hero shouted, too worked up to tone down his voice, “And how did you give Super Craig TITS!?” 

“Simple. Magic,” Mistress said, ghosting her hand over Craig’s breasts. The standing heroes gasped as the boobs swelled another cup size larger, and Craig let out a drawn-out moan. “As for your first question, this isn’t so much of a deal as a warning. You leave me and my pets alone, and I will cease taking people off the streets for extra energy. You continue to bother me, and I will enslave your entire town.” 

“Fuck you! You don’t have the right to go around, pulling apart franchises because you feel like it!” Cartman yelled. 

“Oh.” Mistress sat up a bit taller. “That’s why you want them back. Then perhaps I can show you that there is no way. They need me to survive now.” 

“Yeah, fucking prove it!” 

“Take him back. See how long he lasts without me.” She gestured to the boy on her lap. “If he can last the week before running back to me or getting ill enough to be life-threatening, I’ll leave. If not, I get the town.”

“Deal.” They shook hands, and Craig was pushed to them, having to hold Tweek back from chasing them. 

“Just be warned, I know what happens to my pets. Treat him wrong and when I take over, I’ll make you all wish you were dead.” She called after them.

~~~

“You just doomed us all Cartman!” Token exploded as they scrounged up some extra clothes to dress Craig in once they got to where the manhole was. Nothing quite fit well over his wide hips, though, luckily, Cartman’s extra clothes were big enough for him to wear over his large breasts and not stretch uncomfortably over his thick thighs.

“Craig is tough, one of the toughest people I know.” Clyde said in defense of the chubby hero’s decision, “He can last.”

“That lady knows how her magic works! You don’t!” Token yelled. “She knows how this will turn out. I mean, look at him.” They all turned to look at Craig, who was holding the waist of Cartman’s stretch pants to keep them from falling down but was caught inching back down the tunnel. 

“We’ll just lock him in one of the cells so he can’t run back.” 

“She said not to treat him wrong.”

“Ah Fuck her.”

No matter what they said, Craig ended up in one of the cells of the hero’s headquarters.

~~~

“Tweek, please calm down.” Butter’s tried to calm the taller blond from Kenny’s lap. Only a day had passed, and, though Mistress had only been hypnotizing Kyle, she had given them milk every few hours to keep them calm. She said she wasn’t going to hypnotize anyone else because the constant use of her powers had made them too strong, but anytime Kyle wasn’t hypnotized he was shrieking and being wild and trying to hurt his Mistress, somehow immune to the calming chemicals in the milk. But this isn’t what we are focusing on right now.

“I can’t stay calm! He’s out there with those terrible people that will hurt him! They don’t understand what he needs! Mistress said they locked him up!” The twitching that had died down a lot when Tweek graduated high school was back and he was gonna hit someone on accident sooner or later.

“He’ll come back,” Stan said, carding his finger’s through Kyle’s curly locks, said boy passed out sitting on Stan’s lap sideways with his head on Stan’s chest. “And if not, Mistress will let you go get him.”

After pacing around for another hour, Tweek finally sat down on the bed, hiding under the sheets and trying to sleep off all the time until he was with his love again. 

Meanwhile, Mistress was checking up on her pet’s condition. He was sitting on the floor of his cell, positioned right in front of the door. He was holding the bars with gentle hands, watching what was happening outside. His breasts seemed to have swelled up a bit due to the milk build-up that Tweek usually helped him with. And he was slumped a bit, with tired eyes. Good. His body was already showing withdrawal signs from being without Mistress’s magic. 

Soon, she would rule this Pathetic town, it just took patience.


	10. Chapter 9

**Summary for the Chapter:**

> Mistress knew that Craig wouldn't last the week, but it would be a shame to lose one of her pets.

“I don’t understand. Why is he getting worse? We’re giving him food, water, medicine when we learned he had a fever, warmth, sanitation, why the fuck, please tell me, Clyde, is our only chance at saving our lives GETTING WORSE!?” Cartman shouted at Clyde, who shrank back from where he was holding another bundle of blankets for Craig. The boy had been growing steadily weaker, hardly able to lift his head. They only had two days before Mistress would take Craig back and see how sick he was. If he continued down this road, no doubt would she evaluate his illness as “life-threatening”, and they would lose everything. 

“I-I’m trying everything I can. He’s not responding to anything.” Clyde tried to protest.

“Well, you need to make sure that he gets better! Do you want to be the cause of our downfall?!” Cartman jabbed a finger into Clyde’s chest. “It’ll be your fault when we all die, does that sound nice?!”

“You know what? Maybe if you had a bit more concern for our friends than your wild chase for money and your overinflated ego, just maybe we would have everyone here, and my best friend wouldn’t be slowly dying!” Clyde shouted, tears forming in his eyes. “I’m trying to help him, and you have him locked up like some prisoner!” He turned on his heel and left, walking to Craig’s cell.

“Congratulations, Cartman, as if you weren’t already the biggest asshole on the planet, you are making that poor boy scramble to save his friend while you blame him for all the problems you caused has solidified your position.” Token stood up and scoffed, following Clyde.

“Yeah, you make me w-w-wonder why we p-p-put up with you all these y-years.” Jimmy was quick to leave as well, leaving Cartman by himself. You’re probably thinking, this is the point where Cartman has a revelation and tries to help. But this is Cartman we are talking about.

“FUCK YOU GUYS! YOU ALL LIVE IN A FANTASY WORLD AND I’M JUST WAITING FOR IT TO CRASH AND BURN!” He screamed at the empty room. When he received no answer, he stormed from the base, slamming the door behind him. 

“I’m so sorry Craig,” Clyde said gently. “I’m sorry we have to do this. If we had just paid attention to where everyone was, made the connection to the sewers quicker and just rescued you instead of following Cartman’s instructions, you wouldn’t be hurting.” He gently swapped the cold cloth on Craig’s fevered forehead with a fresh one. The sickly boy hardly reacted when more blankets were tucked over and around his shivering body by Token and Jimmy. 

Tears started to bubble over the rim of Clyde’s eyes, sliding down his cheeks as he hugged his ill friend. 

“I just hope you make it through this. I don’t even care if we win the bet anymore, I don’t want to be the cause of another person’s death!” He started to sob into Craig’s shoulder. Token and Jimmy moved closer, rubbing the crying boy’s back. “I’m so sorry…”

~~~

Mistress smiled. Clyde would probably make a very obedient servant. She would keep that in mind when she finally got bored with this game she was playing. She knew she was pushing her luck with Craig, though only because it would be a shame to lose one of her pets and have another go mad with grief as the result.

She entered the room of doe-eyed boys, all sprawled out across the bed except for Tweek. They were succumbing to the way the milk altered their minds. Butters was laying on Kenny’s chest, lazily kissing along the gap-toothed blond’s neck, while Stan cuddled with his hypnotized boyfriend, who simply stared up at him with an utterly adoring gaze. Mistress picked up Tweek, who was still pacing and sat him on her lap. 

“I know you are worried about your mate, little pet.” She commented. He nodded, upset. “I bet you’re angry he was taken from you.” Another nod. “He’s in pretty bad shape, he won’t make it in their incapable hands.”

“H-he’s gonna die!?” Tweek cried, horrified. “We have to help him!”

“You can help him, little one,” Mistress told him.

“How!” Tweek nearly screamed. He would do anything to save Craig.

“It is risky, but if you go to the headquarters of the heroes, you can take him back. But you must hurry, lest you fall under the same sickness.” Mistress set Tweek on the ground, the twitchy blonde nodding determinedly. She turned and opened a chest next to the rocking chair, pulling out some old clothes that were definitely not hers and tossing them to him. He changed and left quickly, not saying a word to anyone. 

As soon as he was out of the sewers, he was running, ignoring all the people on the streets calling about “Hey it’s that missing hero!” and people trying to stop him to ask about the heroes.

Soon he was at the door of the headquarters, not bothering to knock before slamming the door open. Token was in the makeshift kitchen, trying to make something Craig would be able to eat with how unresponsive he is. He looked up and was shocked to see Tweek in the doorway. 

“Tweek? How did y-”

“WHERE IS HE!?” Tweek roared, a feral look in his eyes.

“Look I know you miss him, but you have to wa-AGH!” Tweek swiftly punched Token as he tried to approach, grabbing him by the collar and slamming him against the wall.

“I said: Where. Is. He?” Tweek growled. Token shakily pointed down the hall to the cells and grunted as he was tossed to the side.

“T-t-token? Is everything al-alr-alri...okay?” Jimmy asked, peeking out of Craig’s cell to see an angry Tweek charging at him. He zoomed out of the way, causing Tweek to miss him. Anytime he got close to the cell, Jimmy would be right in front of him and move out of the way when Tweek swung at him. Eventually, Tweek got tired of the cat and mouse chase and took a deep breath, blowing out and freezing the area around him. Jimmy was caught, feet frozen to the ground, and Tweek entered the cell.

The air was thick with sickness, floor covered in a multitude of blankets, and in the middle of all of it, was Clyde and Craig. Clyde had a steady stream of tears down his cheeks and was holding a limp and deathly pale Craig. His breathing was shallow and eyes hooded, staring distantly at the ceiling.

“Craig!” Tweek fell to his knees, snatching his loved one up from Clyde, who looked up with wide surprised eyes. Craig reacted the smallest bit, curling his fist into the t-shirt Mistress had given Tweek.

“I-I’m so sorry, I was trying to help him...nothing was working.” Clyde cried, a new round of tears spilling onto his cheeks.

“I’m taking him back to Mistress. I won’t let him die.” Tweek stated, not open to arguments. Clyde sniffed and nodded. 

“I won’t stop you,” He said, “Craig is my best friend. I just want him to survive.” 

Tweek stood, walking from the cell, past the frozen Jimmy, past Token clutching his gushing nose, past all the confused pedestrians, and back to his Mistress.


	11. chapter 10

**Summary for the Chapter:**

> Clyde is good boy

Craig was a mess. He had only been in captivity for 3 days before he was too sick to hold himself up, 4 before he needed help eating and drinking, and by the 5th day, his mind was too fever riddled to be much good. Everything hurt, down to the last cell in his body. He knew a few things. Clyde was trying to help, Cartman was an asshole, and Tweek had come for him. 

When the comforting cool air of Mistress’s lair surrounded his sweaty body, he visibly shuddered in relief, though his fever caused him to shiver in the coolness. Tweek brought him to the rocking chair, offering him up to the woman sitting there before seating himself at the bottom to keep vigil over him.

“Oh, little kitten, they were so bad to you, they let you get so sick.” He was held to her chest and gently fed that sweet milk, her magic slowly dripping back into his body. Color started to swirl back to his cheeks and slowly, his trembling ceased. After a while, he was pulled away and cradled like a child.

“I see they didn’t even take time to milk you, you’re all swollen.” It was true, Craig’s breasts ached with fullness, swollen and heavy, purple stretch marks streaking his chest. Mistress cupped his breast and tugged the nipple, smiling as milk squirted out, causing Craig to sigh heavily with relief. 

“I’ll let your mate take care of you, I have to work on the others before our time comes and I get busy.” Craig was passed back to Tweek, limp in their arms in exhaustion. The twitchy blonde took one of Craig’s nipples in his mouth, starting to drink slowly, before getting more and more greedy. After all, he hadn’t had Craig’s sweet milk for almost a week. Craig squirmed tiredly, heat building up in his stomach. 

Seeing as though her first pets were dealt with, Mistress turned her attention to the four laying on the bed. 

“It’s time, little ones. Your bodies prepared quickly. You're already getting a bit more chub than I anticipated, little Butters. Perhaps because you were so tiny.” She picked him up first, massaging the tender flesh of his slightly pudgy stomach. It was good for him to gain some weight, it took a lot of energy for what she was about to do. Like with Craig and Tweek, she started to breast-feed him, rubbing over his skin and watching the changes happen. His thighs thickened, small, perky breasts grew, bottom rounded out, but Mistress let him keep that pudge on his tummy. Perhaps she knew that Butters had never known what it was to be a healthy weight, or maybe she just enjoyed feeling the squishy belly beneath her fingers. She finished by giving Butters a flowering pussy. He wailed in ecstasy, groping his own tits as he came, slick dripping down his thighs.

Mistress praised the tired blonde a sufficient amount and placed him on the bed, still panting from his orgasm, one of the first he had, still being a virgin.

She moved on, performing the same transformation on Kyle, though he was sporting a much bigger pair of breasts than both Butters and Craig. Stan seemed to absolutely adore them, squeezing and cupping them, burying his face in them after his own turn to be changed, causing his shoulders to broaden and his muscles thickened up, along with the obvious log between his legs. Kyle let him, sleepily smiling and hand slipping between his legs to rub at the folds of his new cunt as Stan groped him.

Kenny was the last to go and had the least amount of change. He was built like a wall already and Mistress liked it, thickening his arms, pecs, and stomach until he was capable of giving Butters the biggest, best, comfiest bear hug on the planet, which is what he did as soon as he was next to him again. All four were sweaty and tired but had content grins spread over their faces.

Tweek finished sucking down the built-up milk from his boyfriend’s tits, who had just slumped forward into his arms. Craig was still a bit fevered, his warm forehead pressed against Tweek’s shoulder. He was carried to the bed and laid among the newly transformed couples, wrapped in his mate’s warm embrace. 

Mistress looked down at her group of pets, turning on her heel. She conjured up a bit of paper, writing out a note before snapping her fingers, making it disappear.

~~~

“‘I win’?” Cartman read. He came back to chaos at the headquarters, Token had a bruise blossoming over his nose and had paper towels shoved up his nose, Jimmy thawing out in the hallway, and Clyde sobbing his eyes out in the cell with the note in his hands.

“Are you guys serious? I walk out for 20 minutes and you lose our only chance at getting back on our feet?” He laughed incredulously. 

“It wouldn’t have gone much better if you were here,” Token protested.

“Even if he had made it through the week, he would have died,” Clyde said quietly, “It was obvious.”

“You wouldn’t have sacrificed one man for the rest of the city? It would have made an amazing movie!” Cartman said, “That would make up for it.”

The room went quiet as Clyde’s eyes darkened. He stood quietly and clenched his fists.

“I’m going to fucking kill you.”

“Wh-what?”

“I’M GOING TO FUCKING KILL YOU!” He shrieked, launching himself at Cartman, baring his teeth and pushing the chubby hero to the ground. Swinging his fists, he took out years of rage on Cartman.

“CRAIG IS MY CLOSEST FRIEND IN THE ENTIRE WORLD! HE HELPED ME THROUGH EVERYTHING! HE HELPED ME THROUGH EVERY BREAKUP, EVERY DEPRESSIVE EPISODE, EVERY TIME I CONSIDERED DROPPING OUT OF HIGH SCHOOL, I WOULD KILL MYSELF BEFORE I LET HIM DIE IN MY ARMS WHEN TWEEK WAS THERE AND SAID HE WOULD HELP HIM!!! AND YOU THINK HE CAN BE REPLACED BY ONE OF YOUR FUCKING MOVIES?!” He screamed, tears blurring his vision. He didn’t even aim his hits anymore, just smashing his fists down as hard as he could.

There were strong arms pulling him off Cartman, keeping him from rushing the boy again. 

“Calm yourself, my little servant.” Clyde looked up, startled, into the eyes of the Mistress, who was the owner of the arms he was currently wrapped up in. Looking down, he saw that Cartman’s face was a mess of blood, with a few knocked out teeth on the floor, and one eye swollen shut.

“How fiesty of you.” Mistress commented with a chuckle. Clyde looked down, embarrassed. Strangely, he wasn’t afraid of her, after all, she was keeping his friends alive and well.

“I-Is Craig okay?” He sheepishly asked. 

“Much better now that he is home.”

“Does this mean…” He trailed off, hoping she got the part.

“Yes, you lost the bet, therefore, I get the city.” She leaned closer and whispered to him. “But I have another little opportunity for you to get out of the same fate."


	12. Chapter 11

**Summary for the Chapter:**

> Clyde has been recruited at Mistress's personal servant, and the clothes are a bit strange. The city is finally informed about what is going on and left in a panic, and there is a long bit o smut at the end.

“D-do I really have to wear this?” Clyde asked, embarrassed. He tugged at the hem of the maid outfit Mistress insisted on making him wear.

“Of course, you are a servant, aren’t you?” She said nonchalantly, admiring how Clyde’s newly smooth legs quivered slightly as he tried to get used to being in the heels. 

“Y-yes,” He admitted quietly. Those were the terms for him escaping the fate of the rest of the city. To become the Mistress’s personal servant. At least he wouldn’t be milked for energy for the rest of his days, and he could make sure that his friends were ok. The downside was the skimpy maid costume that would show off his ass whenever he bent over. 

But it was surprisingly comfortable, supporting his back so that he didn’t get pain, wrapping his waist like a hug, and, well the panties were rubbing in places they probably shouldn’t, but he couldn’t deny that it felt very pleasurable. The clothes smelled nice, a scent he couldn’t place, but the longer he wore them, the fuzzier his mind became, perhaps he was allergic to the fragrance.

He stood by Mistress’s side as she prepared to announce what their heroes hated damned them to, rage bubbling up in his heart because of what Cartman had done, dooming them all. He followed her as she made her way to the surface, leaving the boys by themselves for a little while. 

“What a lovely city, don’t you think, maid?” She said as she strode down the streets. He nodded and scurried along to keep up, heels clicking against the pavement. Everyone was stopping and staring at the pair, one a giant woman with almost no clothing on, and the other a stocky boy in a maid costume struggling to keep up. When they arrived at the city plaza, Mistress was surrounded by people. Clyde attempted to stay with her, but it was a struggle. She had started speaking in a booming voice, and Clyde was still pushing past people to get to her. 

Finally, he was able to break free of the crowd and scurry over to his mistress, earning a near-simultaneous snicker from the crowd. Clyde turned red and attempted to hide behind Mistress. Instead of listening to the giggles directed at him, he listened to Mistress.

“So your heroes have doomed you to a fate none of you asked for or knew was coming.” She was saying, and the crowd broke into wild peals of laughter. Mistress held out her hand and started to drain the front row of people of their energy. When they collapsed, the laughing stopped. And panic began. 

Word spread quickly, and as Mistress took Clyde back to her lair, everyone was terrified when they passed. It filled Clyde with a strange pride and he straightened up a bit and puffed out his chest a little. They arrived and were met with all the pets sleepily making out and groping each other. Tweek was grabbing handfuls of Craig’s jiggly ass while Stan worshiped Kyle’s large breasts, holding as much of them as he could. Butters was wrapped in thick, burly arms as Kenny kissed every inch of his skin. 

Clyde looked away, embarrassed to walk in on them, but Butters had noticed him and smiled, calling to him.

“Hey Clyde, you look super cute in your little dress,” He said, gasping as Kenny nipped at his skin. Clyde looked away as the two engaged in some heavy petting, forgetting him. Mistress chuckled and ushered Clyde out of the room into her own private quarters. She had created a regular-sized bed next to her giant one, clearly made for Clyde. He shucked off his heels and sat on the bed, sighing at the softness. It had that same scent, the one that made Clyde’s head fuzzy.

“Go ahead to sleep my servant. I’m going to watch the pets.” Mistress said. Clyde felt himself obediently lay down, soft skirt folds flowering out around him. He tried to shift to get comfortable, but a surprised moan escaped his lips as his panties rubbed him gently. His hand flew to his crotch out of instinct, though he pulled it away. He attempted to ignore his arousal, turning over and pulling the blankets up, but the action drew out a long moan. It was as if these panties were made to tempt Clyde in any way possible. He persevered, determined not to give in and touch himself, though the heat in his gut just kept building, and he noticed that he had been rocking his hips unconsciously to cause more of that delicious friction. He stopped, closing his eyes and trying to sleep. 

When he finally did, cock still straining against the fabric of his underwear, his hand slipped down his panties in his sleep. He rocked against it, sighing unconsciously. Soon he blew his load right in his underwear, and he relaxed against the bed, blissed-out, even when he was passed out.

In the main room, Mistress watched as Butters let out a gasped moan, Kenny fingering him open. Tweek was already deep inside Craig and was lazily fucking him, and Stan had his face buried between Kyle’s thighs. All three pairs were completely unbothered by one another, in fact, they may have been turned on by the fact they all shared the bed. 

Butters wailed in pleasure as Kenny finally pushed into him, holding onto his mate with trembling hands that still managed to raked red marks down his back. Mistress leaned back in her chair, watching as two out of the three couples were fucking, while Stan seemed determined to get Kyle of by just eating him out. Kyle was a whimpering mess, one hand in Stan’s hair, and the other clutching the sweat-soaked sheets. Mistress watched them, almost anticipating whether Stan would be able to do it, or if he would give up and just fuck Kyle. After a few minutes of watching, Kyle let out a scream of pleasure, eyes rolling back as he came, slick gushing from his cunt and a few ropes of cum shooting out his cock, painting his stomach. Stan pulled away, licking his lips. Kyle weakly tried to return the favor by spreading his legs, offering his pussy to him once more. It was sufficiently loosened by Stan’s tongue and was still dripping with arousal. Stan kissed him deeply, the tangy taste of his own slick hitting Kyle’s tongue, as he pushed in, causing the boy beneath him to shudder in slight overstimulation. 

Mistress smiled slightly, enjoying the show as she watched the boys dissolve into fucking like rabbits. The milk she gave them was much more potent now than it was before, and they would likely go on for a while, blowing multiple loads, especially Kyle, who was still under her arousing hypnotism. She decided to come back a little later when they were closer to being done. She peeked into her room to make sure Clyde hadn’t tried to run but was pleasantly surprised with the sight of him sleeping with his hand between his legs and the smell of jizz wafting up from the bed. Now that would be a sight to see; his reaction to waking up with panties soaked in cum. 

After making some plans for the next day, Mistress went back to the big room to catch the tail end of her pets’ escapades. When she walked in, it was clear that they had all been busy, evident by the cum painted over all the boys, the slick soaking the sheets and the bloated bellies of the bottoms. They all seemed to be in sync as all three tops climaxed again, pausing as their cum caused their boyfriends’ bellies to swell out further. 

Not too long after, there was one last orgasm and then the tops laid back, keeping their cocks buried deeply in the pussys of their mates, none of them wanting to let any of their seed escape. At this point, the plugged up boys looked close to pregnant and ready to pop, and they were exhausted. At least, Craig and Butters were, Kyle was still ready to keep going. But Mistress did say that he had been hypnotized, and that was much more powerful than milk. Though Stan was nearly asleep, Kyle straddled him, careful of the baby batter inside him, and began to ride Stan. Stan himself was extremely worn out, but his balls still contracted and shot jizz up into his bloated mate. Mistress was curious how long Kyle would go for if he was let, and she walked to the couple, waving a hand over Stan’s groin area. He groaned and his balls immediately surged with more cum, and with the force of Kyle riding him, it was almost a nonstop orgasm. 

Turns out the answer to her question was that Kyle would go for a long time. By the time he was finally worn out, his stomach had swelled so he looked pregnant with triplets, and the skin was red and taut. He made his way off his mate, keeping them connected by Stan’s dick, and passed out, hand rubbing his overfull belly. 

“Huh,” Mistress mused, walking back to her room. “Didn’t see that coming.”

**Notes for the Chapter:**

> I got carried away at the end, oops.


	13. Chapter 12

**Summary for the Chapter:**

> The town seems to have submitted to Mistress, and Clyde fights a battle against his jealousy of everyone's breasts and loses.

Her plan was in place. The people of this awful city were terrified into doing whatever she needed them to. They cut themselves off from the rest of the world. They refused to let anyone in. Mistress did as she pleased, and was able to mover her lair from the sewers into one of the mansions left over from the flood of celebrities that briefly lived in South Park. Anyone who protested her presence was drained of energy near death. 

There was only one little thorn in her side, and that was the leftover heroes. They had been smuggling people out. She wanted to keep news of her arrival from the outside world for as long as she could. Naturally, she hypnotized several citizens and turned them into personal soldiers, meant to kill or capture the heroes, especially the Coon, who had treated his pet so badly during his stay.

She often lounged on her lavish poolside, watching her pets in the pool. Butters and Kenny were the most active, playfully splashing each other and chasing one another around the pool. Craig and Tweek would stay in the shallow end, quietly talking and occasionally starting up short-lived games that dissolved into shrill laughter as Tweek wrapped Craig up in a trapping hug. Stan and Kyle usually didn’t get in the pool, opting to sit on the side and let their feet swish through the water. They were oblivious to the rising tensions of the citizens, even when she instructed them to start building up large warehouse-like buildings, designed to sap away at the power of the humans. They just spent their days on the poolside. 

Clyde, in the meantime, had been having an identity crisis, spurred on by the fact that he was called little servant so often he answered better to it than calling his name, and the fact that he would wake up every morning without fail to cum-stained panties. He refused to believe that he was becoming just a mindless little slave, he hadn’t been fed any milk, hadn’t been hypnotized and goddammit he did not get just a little bit hard when he was praised for doing well. He was not more comfortable in his little maid costume than he ever was in regular clothes, and he did not jerk off in his sleep because of how painfully pleasurable his goddammed panties were. He simply had wet dreams because of his lack of a female to get it on with. Not because he imagined sitting on Mistress’s lap like the pets did and getting a taste of that milk that turned everyone into horny, happy, oblivious pets. He did not dream of her gifting him with a pair of tit’s bigger than even Kyle’s massive melons, which would jiggle in his uniform as he dusted the house and tailored to Mistress’s every need. He was a man! Not a mindless bimbo! 

And yet, many of his thoughts, he was unable to convince himself of. He found himself smiling happily as he was praised, before running off to the bathroom to relieve himself of the tent in his underwear. He found himself admiring how his figure had changed due to the dropping of his usual rigorous workout routine, somewhat bulging muscles thinning out, biceps turning delicate, calves and thighs toning nicely instead of beefing up, abs going soft. Normally he would be distraught at himself, but Clyde found his chest welling up in what felt like pride as he examined his body. He looked like the perfect little twink, especially with the eyeliner and lip liner that Mistress demanded he wears. The thought alone alarmed him, but when he turned and saw how much his ass had rounded out from the work on his legs all the time, all thoughts of how much he wasn’t a homosexual and how even if he was he wouldn’t be a bottom, flew out his head.

He decided it was the strange fragrance. The one that coated many of his things, the one that made his head fuzzy. It must have been changing him. From that moment he made that decision, he stopped fighting the strange thoughts, just blaming it on the perfume.

As some months went by, the warehouses were finished and set up, and the townspeople were slowly drained and mind-altered. Instead of fearing Mistress, they started to worship her, converting churches into temples to her, completely on their own accord. Humans were so simple-minded, needing to worship something now that their god had failed them. 

Two of the leftover heroes had been captured, and only one remained. The Coon. While Jimmy and Token sat in locked up bedrooms, doing nothing and only seeing another person when Clyde came in and cheerfully gave them food, Coon was attempting to wreak havoc on her plans. He attempted to smuggle people out, only to find they wanted to stay, constantly trying to break into her mansion, only to be chased out by hordes of mosquitos, as Clyde did still have his powers. The boy guarded the mansion and however tough Cartman thought he was, he couldn’t take down all the tiny little bugs and risking a life-threatening disease from one of the millions of bites he would be left with wasn’t worth it to him. He was nothing more than a pesky rat to Mistress. 

“Little Servant?” 

“Yes, my Mistress?” 

“Come here.” Clyde rushed to Mistress's side, standing straight and tall. Mistress smiled down at him, eyes raking over the creamy skin of his exposed thighs. It was a warm day by the pool, and Mistress could see how flushed Clydes skin was in the heat.

“What is it, my Mistress?” Clyde asked.

“You seem down as of late.” She commented, picking him up and placing him on her lap and oh how his mind absolutely sang at the achievement of finally being on her lap, and it was just as comfy as it looked when the pets sat on it, the flesh soft and giving, and being so close, pressed up against her glorious breasts excited him.

“I’m perfectly happy, Mistress.” He answered with a cheerful smile.

“I see the way you look at them. You are envious.” Mistress watched her pets in the pool. As the few months had passed, all three of the bottoms’ bellies began to swell. It was bound to happen, they had been equipped with fully functional wombs. They were not so big yet, but it was easy to tell that each was bearing a child. Good, and one of the reasons Mistress started taking these boys as her pets. The energy held within each couple was great enough that the children born of them would eventually grow to be like the Mistress, and each would help her in her efforts to make this world into their playground. Plus it would be adorable to see the boys so round with children. 

“I-I’m not envious.” Clyde turned red and looked away, blaming his burning cheeks on the hot sun.

“Do you imagine being like them? So mindless and happy, getting fucked until you’re round with children?” Mistress purred into his ear. 

“O-Of course not!” Clyde protested, “I’m happy with my position!”

“Then maybe it’s their heavy, milk laden breasts? Their watermelon thighs? Those jiggly asses?” 

“N-No!” Clyde squeaked, feeling himself growing harder at the descriptions. He pressed his legs together to hide the hard-on under his dress. 

“You want huge tits? One’s that threaten to roll out of your dress, leaking milk all down your front?" Mistress felt Clyde squirm in her lap.

"N-no…" He sounded less and less convincing. She had hit where he was weakest. 

"Really? You wouldn't like it if I was able to fill up my palms with your massive boobs? You wouldn't like it if I milked them for all their milk and stuff the little pets with it?" She was rubbing at his chest through his dress, earning little whines she didn't think he knew he was making.

"No...I'd…" He cut himself off with a breathy moan as Mistress tweaked his nipples, slipping her hands down his dress.

"Do you want me to give you them?" She asked once more.

"Yes…" he admitted, Mistress smiled.

"What was that?"

"Yes, please yes!" He begged, any part of him clinging to his normalcy falling silent.

"Well, who am I to deny such a polite request from such a well-behaved servant?" She turned him so he was facing her and set her teat in his mouth. As the warm milk made its way down his throat, he felt a jump of excitement. It was better than he expected, and he found himself sucking with the vigor of a hungry baby. 

When she started massaging his pecs, easing the growth into them, he started panting heavily, the sudden weight a bit startling. 

He looked down to see his chest swelling, maid uniform growing tighter and tighter, rips forming in the seams. The boys in the pool had gone silent, watching as the maid's tits surpassed Butters, then Craig's, and then even Kyle's size. He heard a slight creak and then the front of his dress burst open, boobs spilling out. Soon after, the swelling stopped, and Clyde relaxed against Mistress.

"Hmm, we should balance this out a bit." Clyde's eyes opened once more, going wide as he felt his legs and ass spreading out to accommodate his massive chest, at least G-cups. He moaned, the warmth building up was overwhelming.

"And Of course, if you look just like one of the little pets, better give you a pussy just like them, huh?" Clyde weakly shook his head, clinging to some scrap of pride, but it was too late, and he wailed in pleasure as she created a cunt for him. He was only jealous of the breasts the boys had, but as Mistress teased the folds of his cunt, he found that this was even better, especially when those fingers dipped inside, rubbing his sensitive walls. He squirmed ceaselessly, trying to simultaneously get closer and escape the feeling of such large fingers brushing something exquisite in him. He felt the climax come on, crying out as slick gushed over Mistress’s fingers. Clyde slumped back into Mistress, blissed out and exhausted.

“Ah, such a shame, we’ll have to get you a new outfit.”


	14. Chapter 13

**Summary for the Chapter:**

> Butters and Kenny really seem to enjoy Clyde's body and show him so, and Clyde catches Cartman, ending the last of the heroes.

“Oh my god! What happened to you?!” Token shouted as Clyde popped in to give him breakfast, practically glowing in his new uniform, boobs bouncing as he walked. He smiled at the question, setting the tray down.

“What does it look like happened?” He asked, quirking a brow at Token.

“It looks like you’re a girl now!” Clyde laughed a bit as he tidied the room.

“Girls don’t usually have dicks.”

“Well, guys don’t usually have tits!” Token stood, going to move closer, but was stopped by the chain around his left wrist. Clyde shook his head and left, happily going about his day. When he turned he had to pause and bite back a moan, causing Token to be a bit concerned. The new uniform cupped his breasts in a way that they would squeeze them if he turned too quickly, and he would feel milk threaten to spill out. His panties still rubbed him pleasurably, but this time it wasn’t just his dick getting stimulated, it was his cunt, rubbing at the folds non-stop and causing the panties to stick to his skin with slick. 

Mistress was busy running the town, and Clyde was left to clean up the house while she was gone. There was never much to do, but he could hear the familiar sound of a window sliding open and a heavy figure falling through. He turned the corner and was met with an annoying sight, Cartman breaking into the house and trailing mud all over the floor. When Cartman noticed him, he stopped dead in his tracks.

“What the fuck,” He breathed, “Those are the biggest fucking tits I’ve ever seen.” Clyde felt a sense of pride warm his chest, but he still had a job to do. He snapped his fingers, and from the open window swarmed thousands of mosquitoes. 

“Wait! No, Clyde, you fucking whore listen to me!” Cartman shrieked batting the bugs away, “I can give you money and food and I’ll never give you a hard time again if you just got to her in like her slee-AUGH!” Clyde had gotten closer as the hero was distracted with the bugs and kicked him square in the stomach, the sharp heel of his shoe digging into Cartman’s gut. Said hero doubled over and retched, making Clyde frown. He was making such a mess! 

“You are filthy,” Clyde scoffed. He grabbed Cartman by his arm and shoved him into one of the empty rooms, locking it from the outside. “Get ahold of yourself and think about how you will plead to my Mistress when she returns.” He turned and marched to his cleaning closet muttering about how dumb Cartman was as he gathered up the stuff to clean the mess. 

The mosquitoes had cleared from the hallway and Clyde left the window open to air out the stench. He systematically cleaned the hallway and tried to tune out Cartman’s banging and yelling as he attempted to intimidate Clyde into letting him out. As he put the cleaning stuff away, he turned to be face to face with Kenny and Butters.

The pets were pretty calm that day, watching him with curiosity. Butters had started to trail him at some point, resulting in Kenny following him too.

“Can I help you?” Clyde asked them politely, squeaking in surprise when Butter’s just reached out and squeezed his chest. Milk spilled into the cups of his new bra, soaking the pads. 

“They’re so squishy! Even better than mine!” Butter was suddenly saying, basically massaging Clyde’s tits as wave after wave of liquid squirted from the buds. Clyde was completely red, trying not to let out a moan at the feeling of being fondled.

“Ken, feel them!” Butters exclaimed, taking Kenny’s hand and guiding it to cup the large tit. Clyde whimpered at the large fingers running over his breasts and felt slick dripping down his thighs.

“Like pillows,” Kenny remarked with a grin. “How’d you get her to give you such giant tits?” 

“I d-don’t know,” Clyde squeaked, legs starting to quiver as Kenny rubbed his breasts through his dress. 

“Wonder what the milk tastes like.” Kenny pulled down the top of Clyde’s dress and lowered his lips to the dripping areola, latching on. Butters mirrored him on the other side. Clyde finally let the breathy moan he had been keeping in out and couldn’t help but drop a hand between his legs as the two sucked down his milk.

If Butters had to describe the taste of the maid's milk, he wouldn't be able to. It wasn't sweet like Mistress's and his own but wasn't a savory flavor. All he could describe it as was addicting and perfect. It was warm and nostalgic, leaving a nice taste stained on his tongue, and kept him swallowing down more and more of it. Glancing sideways at Kenny, he seemed to not be the only one who thought that. 

Clyde was close to creaming himself from the force of Kenny and Butters. There seemed to be no end to the milk he made, both boys able to continue sucking down milk until their stomachs were absolutely stuffed, and that was the only reason they even pulled away. He sank to his knees after the overwhelming feeling left, panting. His hand was still between his legs, but he was left too weak and shaky to do much other than stroke himself softly.

"Oh jeez Ken, I think we drained poor Clyde," Butter's giggled, rubbing his full tummy. 

"Heh, yeah, he's a mess." Kenny chuckled. Clyde moaned softly as he managed to slip two trembling fingers inside himself, not caring that he was on the hallway floor. They weren't long enough to reach that spot inside him that Mistress did, causing a frustrated whine to escape from his lips.

"Well, we can't just leave the poor guy like this," Butters said, and all of the sudden there were hands on him, groping and touching him, his small fingers replaced by ones that were bigger and longer as Kenny fingered his cunt. Clyde threw his head back and keened as Butters took the head of his cock into his mouth, able to swallow down all of him, as he was a modest size.

When he felt on the brink of cumming the mouth pulled off, earning a disappointed whine before the short blonde bit into the soft skin of his inner thigh and he wailed as he came, orgasm hitting him harder than it ever had.

With cum and slick absolutely soaking his legs and puddling on the floor, Kenny and Butters leaned back and admired what they had done to the maid. Footsteps behind them caused them to turn around and see Mistress watching with an amused smirk.

"Now what have you two done to my poor servant?" She asked, feigning surprise.

"We wanted to feel," Butters said, gesturing at Clyde's large tits.

"Then we wanted to taste." Kenny smiled, rubbing his full stomach.

"And we couldn't just leave him all hot and bothered, it'd be rude!" Butters finished.

"I see. Well, in that case, go run along, go sleep off all that milk you guzzled down." Mistress dismissed them, and the pair ran off, turning back a few times to see what their Mistress was going to do.

She bent over and helped Clyde up, who stood on wobbly legs. Slick and cum dripped down his legs and the front of his uniform was soaked in milk. His eyes were hooded and a blissed-out smile touched the edges of his lips. 

“Oh, you’re so worn out. Have you been a good servant all day?” She cooed to him. He nodded and leaned into her, only reaching her belly button in height. 

“Caught him,” Clyde mumbled.

“Caught him? Caught who?” Mistress asked, surprised.

“Cartman. Came through the window and made such a mess,” The maid yawned quietly.

“Oh, how wonderful! You did such a good job!” Mistress praised, picking Clyde up and cradling the tired boy as a reward. Clyde smiled and felt sleep pulling his eyelids down, but stayed awake to make sure Mistress knew where Cartman was.

She opened the door and ducked through, slamming it shut before the boy inside could escape. Clyde was now sleeping in her arms and she looked down at the chubby hero with a sinister smile.

“Eric 'The Coon' Cartman. What a pleasure it is to finally get you off the streets. You’ve been such an annoying little pest, and you treated my pets and servant so terribly. Well, all that has come to an end.”


	15. Chapter 14

**Summary for the Chapter:**

> Cartman begins a long term punishment, while Token begins to experience the Clyde Titties

“What do you plan on doing with me you big pervert?” Cartman spat at her. “Now that Clyde is as big of a slut as the rest of those guys you need a fuckbuddy for him? Well, I’m not doing it. I have a wonderful girlfriend already.” Mistress made a face of disgust.

“Why would I ever let you near, let alone mate with my lovely little servant?” She shook her head. “I would never force two people together if they were not in love.”

“But you did it with Stan and Kyle.” Cartman protested, “And Kenny and Butters.”

“No no, they loved each other. But either way, you are no better than the scum under a shoe, I would never let you touch any of the boys.” Mistress smiled, “I have something much worse for you.” She turned and walked out, shutting the door. The paranoia of not knowing what or when the punishment would happen was only the first step. She locked the door behind her, walking out to the pool. 

Clyde was only half asleep at this point and had sleepily listened to the conversation not too long prior. He looked up at his Mistress, who seemed to be heading to the pool, naturally.

“Do I need one?” He asked quietly with a yawn.

“Need one what, little servant?” Mistress asked, sitting on her pool chair.

“A mate, do I need one?” 

“Not necessarily. It would be a lot easier if you did have a mate, you wouldn’t get so tired from being drunken from, and an orgasm wouldn’t put you to sleep. Having a mate’s pheromones helps stable out your own.” Mistress explained. “But I won’t make you chose a mate. You can stay on your own however long you want until we come across someone perfect for you.” Clyde nodded his appreciation, leaning back into Mistress and using one of her breasts as pillows. She rubbed one of her hands through his wavy hair, helping him fall asleep quicker. He needed to be all rested up by dinnertime as he had to cook.

Looking up, she saw two out of three pairs swimming in the pool, but Stan and Kyle were too busy groping each other to get in, Kyle lying on his back while Stan leaned over him, running his hands over his body. Those two were definitely the most sexually active pair out of the bunch. Mistress leaned back in her chair as she watched the two interact, smiling. Things just couldn’t be better.

~~~

Clyde yawned as he made his way to Token’s room, having already dropped off Jimmy’s food, still tired from earlier. He opened the door while balancing the tray precariously on one hand, bumping the door open wider with his hip to avoid dropping anything. He had made spaghetti that night and would rather not have tomato sauce all down the uniform he just changed into. 

Token was sitting on his bed, legs crossed in what seemed to be a bad attempt at disguising a boner. Clyde set the tray on the bedside table, before turning to tidy up the room, just like he did every night. As he wiped things down and picked things up he didn’t even attempt to hide how his chest swayed and his plump behind jiggled. Every once in a while he heard a flustered grunt from the bed. Token was struggling to hide his arousal. Craig bent over to swipe up a little imagined bother, dress hicking up to show his panties. 

Token jumped a bit, a dark blush spreading over his face. Clyde straightened out and smiled innocently at him before leaving him all hot and bothered.

~~~

“Are they real?” 

It was the first thing Token asked him when he was brought breakfast the next day, and it caught Clyde off guard. But the maid’s surprise soon turned into cockiness as he set down the breakfast tray next to the one from the night before.

“Why don’t you feel them and find out?” He tempted, inching down the neckline of his dress in a teasing manner. Token gulped and turned away, red in the face. Clyde shrugged and picked up the dirty tray from last night, making to walk out the door.

“W-wait!” Clyde paused, looking back. Token seemed more surprised than he was, hesitancy plastered over his face. 

“What is it?” The servant asked sweetly.

“I-I wanna find out…” He mumbled. Clyde set down the tray, hopping back over to the bed. He sat next to Token, who was blushing like a madman, hands hovering in uncertainty. Clyde rolled his eyes and grabbed Token’s hands, pulling them forward until they were cupping his large tits. Token pulled away immediately, an apology quick on his tongue, but the face Clyde was giving him had it dying before it reached his lips. The slightly parted lips, hooded eyes, they screamed lust. The captured hero hesitantly raised his hands again and felt the sizable bust, almost groaning on how his hands sunk into the meat. 

“So do they feel real?” Clyde asked with a sly smile. Token seemed enraptured by his breasts, though he seemed to snap out of it when the question was asked. 

“W-well they certainly feel real, but there are other things that contribute, they might still be fake.” He tried to seem like he really was trying to see if they were real rather than mindlessly groping.

“But do fake boobs do this?” Clyde pulled the edge of the neckline down past his nipple, tweaking the nub and causing milk to leak down the front.

“N-No, I don’t think s-so…” Token was drawn in by the off-white liquid.

“Well, then there is your proof.” Clyde popped up and grabbed the dirty dishes before exiting, leaving Token in the silent room with a raging boner and the feeling of such perfect breasts in his hands. 

~~~ 

Token had been waiting all day for Clyde to come back, bringing those glorious tits with him. He had been fantasizing all day, gotten himself off at the wonder of how that milk would taste, or imagining fucking the large boobs, lubricated by precum, drool and milk. The latter of the two fantasies he was ashamed of, but he was still so curious. 

When Clyde walked in with dinner he immediately asked his question, and immediately regretted it. 

“Can I taste the milk?”


	16. Chapter 15

**Summary for the Chapter:**

> Lovey dovey Clyde Baby

Token felt his palms clamming up with sweat as he watched Clyde unbutton the neckline of his dress, revealing the plush meat underneath. The bed creaked as he sat down next to Token, an aroused smile gracing his lips. 

“Go ahead, taste.” Clyde prompted him. Token seemed full of apprehension, frozen with embarrassment. Clyde gave his teat a gentle squeeze, milk slowly dribbling from the tip. Token leaned forward, stopped, pulled back and hid his face in his hands. He repeated this action a few times before Clyde sighed. Token was just too much of a shy boy. Clyde held up his boob and latched onto his own nipple, sucking in a mouthful of milk. When Token looked up, his lips were immediately caught by Clyde’s, and milk was making its way from the maid’s mouth to his. Token moaned into the milky kiss, eyes fluttering shut and cock jumping to attention.

Clyde gently pulled away, Token chasing the kiss. They were both panting slightly, the only sound in the room as Clyde’s eyes met Token’s wide ones. 

“Clyde, I-I…” He trailed off. 

“Did I taste good?” Clyde asked with a flirty smile. Token just nodded dumbly. “Then how about you drink straight from the tap?” Once again, the attention was directed back at his breasts. Token gulped and nodded, shakily leaning forward. When it seemed he was losing his confidence, Clyde pulled him closer, and finally, his lips latched onto the perky nipple. 

Once the milk started to flow, Token couldn’t stop drinking it. He sucked it down as fast as it came out. Eventually, he forgot his pride and brought his hands to the tits, squeezing and massaging the soft meat. 

The two shifted until somehow, Clyde ended up on Token’s lap arms tossed around his neck. He could feel Token’s erection poking against his ass. He ground down in sync with Token’s sucks and the result was slick dripping down Clyde’s thighs.

Eventually, Token had to pull away, stomach filled to the brim, bloated to where his stomach was pressed against Clyde’s. He continued to squeeze Clyde’s breasts, causing milk to stain their clothes. Clyde slid his hands up Token’s sweater to rub the tight skin of his stomach. Leaning down from his perch on the lap, he connected their lips once more, exploring every bit of the other’s mouth. They sat in each others’ arms, no words spoken, for a long while. The pets had already gone to bed, and Mistress was busy in her study, so they were free to stay tangled up with each other as long as they wanted. 

From sitting, the boys ended up laying in each other’s arms. Token traced over the curves of Clyde’s body. His fingers were feather-light, each touch making Clyde feel spikes of warm flame in his chest, and with the way Token gazed at him, he smiled down in a way that conveyed emotions he had never felt before today. 

“Clyde I-” Token attempted to talk but found he had no words to say, having expressed all he had to say in a way that didn’t need words. Instead of trying to keep up an unnecessary conversation, Token helped Clyde out of his soiled dress, left in his bra and underwear. He slipped out of his own stained clothes, leaving him in just his boxers. They simply pressed closer to each other, not a care to cross their mind as Clyde rested his head on Token’s chest as strong arms closed around him. 

Both of the boys felt sleep tugging at their eyes, and though Clyde knew he should get to his own room, he couldn’t bring himself to pull away from the other, and instead just let himself drift off.

~~~ 

Mistress stretched, getting ready to go to bed. She checked each of the three pets’ rooms. Each couple was asleep, wrapped up in each others’ arms. She opened the door to Clyde’s room, only to find an empty bed. She frowned, he was always in bed by this time. She looked around, checking each room for him. When she opened Token’s door and saw the two cuddling on the bed, a soft smile quirked her features. Clyde’s face was buried in Token’s neck and shoulder while Token was pressing his lips into Clyde's hair like an unconscious kiss. 

“I knew it,” she whispered quietly, closing the door softly to prevent from waking the boys. She headed to bed, there was a long day of running the city tomorrow.

~~~

Sun peeked through the corners of the curtains and dripped over the two sleeping boys as they slowly woke up in each other’s arms. 

“Clyde, you stayed,” Token remarked gently, cupping the side of the shorter boy’s face.

“Of course I did,” Clyde laughed softly, gazing up at Token. Gently, he pressed a kiss to the other’s lips, happy when the kiss was reiterated. They were wrapped up in their own world, filled with soft sunlight and gentle touches. It was only when Clyde heard the chime of the breakfast bell that he reluctantly pulled away. 

“I’ll come back later.” He promised, slipping back into his dress and leaving quickly. 

Mistress gave him several knowing looks as he prepared, served and cleaned up after breakfast. He couldn’t help that his face lit up red every time, making him look away in embarrassment.

“I’m thinking about sending Fastpass back into the streets." Mistress said. "The magic in this house is proving to be a bit much for him. I think I'll hypnotize him and send him out as a peacekeeper."

Clyde nodded as he washed the dishes, mind elsewhere.

"Maybe I'll send out Tupperware too." She mentioned with a mischievous smile. Clyde whipped around.

"No!" He realized what he had done and shrunk back a bit, embarrassed. "I-I mean, wouldn't it be easier if you had more than one servant? We would be able to keep the house much cleaner."

"Oh, why you're right. A big mansion like this is surely a lot of work for one person. That's a good idea, little servant." Mistress complimented him, standing and setting her cup next to the sink. "Perhaps I will do that when I get back." She ruffled Clyde's hair before going to say goodbye to the pets. Occasionally she brought a pair with her, and today seemed to be one of those occasions, because when she left, she was carrying Craig in one arm and Tweek in the other. 

Clyde finished up his duties and immediately hurried back to Token's room.

"Hi again." He said softly, sighing when Token brought him into a gentle hug.

"You didn't forget about me," Token chuckled.

"I promised," Clyde smiled and allowed Token to lean down and pressed a kiss to his lips. They stood in the softly lit room, lips locked together for who knows how long, but it was long enough to be perfect.


	17. Chapter 16

**Summary for the Chapter:**

> Clyde talks to Token about becoming a servant for Mistress. Craig experiences a major hitch in his pregnancy.

“Mistress wants to make you into another servant,” Clyde said, leaning into where Token had his arms wrapped around Clyde’s middle.

“Why? Why can’t I stay right here?” Token asked. 

“She doesn’t want you and Jimmy to waste away in these rooms,” Clyde answered.

“Is she going to make Jimmy into a maid as well?” 

“No…”

“Where is he going?” 

“Back to the streets.” Token sat up straighter, arms loosening. 

“Then why can’t I go back to the streets?” 

“I convinced her not to.”

“Why? You don’t want me to be free? I could find a way to help you out as well. With all that magic stuff around town, we wouldn’t have to worry about you getting sick like Craig.”

“You wouldn’t-”

“I wouldn’t what? Wouldn’t survive? Wouldn’t be happy? Wouldn’t it be more correct to say that you wouldn’t be happy? You want me to stay so you don’t have to leave your mistress.”

“No, I-” 

“You what Clyde?”

“I don’t want you to lose all your free will,” Clyde said quietly, tears lining his eyes from being yelled at, but he stubbornly kept them from falling. “She’s going to hypnotize Jimmy and send him out as a peacekeeper. I don’t want you to end up like that.”

“Oh…” Token’s angry eyes softened. He sat back down from where he had stood to angrily rant.

“I’ve seen how the peacekeepers act. They come in kicking and screaming, get put under her control and sent out, and every few days they come back to be rehypnotized, and every time, it’s like a little bit more of their spirit is gone. Some of them hardly even struggle, and some even come in on their own.” Clyde twisted his apron through his fingers, looking down. “I don’t want to see you like that. I don’t want Jimmy to end up like that either, but I can’t do anything for him.”

“I’m so sorry I yelled at you,” Token said, tone heavy with remorse.

“It’s fine I-”

“It’s not fine, you were just trying to help me.” 

“Token.” The boy looked up into Clyde’s chocolate eyes.

“It’s ok. I’m not angry,” Clyde smiled slightly, leaning in and hugging Token, who hesitated before hugging back. 

They sat in the embrace for some time, content in each other’s arms. Eventually, the silence was broken by Token.

“Why did you chose me over him?”

“What?”

“Why did you protest me being sent out rather than Jimmy?” Clyde thought for a moment before smiling.

“Well, that’s obvious.”

“It is?”

“Because I’m in love with you.” Clyde pressed his lips to Token’s, admiring the small huff of laughter he got in response.

~~~

Outside in the pool, Craig sat in Tweek’s arms, rubbing his bloated belly. Mistress said that he was likely pregnant with multiples, as he was much larger than the other boys already. They were all only three months along, but with Craig, he looked a solid six months. His stomach looked as though he had swallowed a soccer ball, while Butters and Kyle just looked as though they had overstuffed themselves and were bloated from it. Not to say their baby bumps weren’t cute, in fact, Butters was absolutely adorable with his little protruding belly, but Craig was getting pretty big. Mistress wasn’t sure how being pregnant with multiples would affect his body, as he was a boy. His body wasn’t designed to be able to hold one, let alone twins. She said the magic she had fed to them would be good enough for one child at a time, so they were walking on eggshells with Craig. 

“It hurts again,” He murmured to Tweek. The force of his stomach growing and pushing his organs out of the way to make room often gave Craig stomach aches, and like always, Tweek’s large hands came down and started massaging his tummy. Craig smiled, leaning into his mate’s hold, letting the water swish gently around him. He was warm from the sunlight, content from belly rubs, and absolutely drained from pregnancy, and let himself doze off.

~~~

When he woke, the was a sharp pain in his abdomen. The sun had begun to set and he shivered in the cold water.

“Here hon, let me help you,” Tweek helped his shivering mate out of the pool. Craig winced as he felt cramps rolling through his lower belly, pausing.

“Tweek, I think something is wrong,” Craig said, clutching at his baby bump. “It hurts so much more than the stomach aches.”

“Let’s get you inside, maybe it’s just from the cold.”

After Craig had been warmed up, the cramping hadn’t gone away. In fact, it only seemed to increase. 

“Go get Mistress,” Craig told Tweek, “She can fix this.” He held his stomach in pain, groaning to himself.

“What’s wrong?” Mistress asked when Tweek came back with her.

“My stomach hurts, like more than a stomach ache,” Craig whined. He flinched in pain when he was picked up, and cried out when Mistress felt along his stomach for anomalies.

After a moment, Mistress couldn’t see anything wrong and was about to just send them to bed with a heat pack, but blood started to drip down Craig’s bare thigh and suddenly, everything snapped into place.

“No,” Her eyes widened, and she rushed to the bathroom with Craig still in her arm. “No no no noNO!” 

“What’s happening?” Tweek asked.

“He’s having a miscarriage. Been having one for a few days, from the looks of it. One or both of the babies have died.”


	18. Chapter 17

**Summary for the Chapter:**

> The perfect life that was living in the mansion with Mistress is falling apart.

Mistress channeled as much magic as she could into Craig’s body, trying to save the unborn children, but it seemed to do no good but leave Craig in incredible amounts of pain. He continually leaked blood from his cunt, almost like a period, and slowly but surely, his stomach lost its pregnant shape over the next few days. It was clear, Craig had miscarried both of his children.

The reality of losing the children settled in on Craig, Tweek, and Mistress all at the same time. Craig fell into a deep depression, mourning the lost children, and Tweek turned defensive of his mate. Mistress realized all the magic she was sending into Craig was doing nothing for him and grew confused and disoriented. In her confusion, she thought that the best way to help Craig was to keep him hypnotized, to fend off his depressive episodes. She didn’t understand human minds at all. Tweek was falling apart at the sight of his mate so unresponsive, eyes far away and glazed over. He would hold Craig for hours, hoping to get a response to the songs he would sing, or the things he told him. Mistress’s magic was too strong to hypnotize someone as mentally strained as Craig. She was able to break the peacekeepers’ minds in a few weeks of hypnotizing them every few days, and Craig was still constantly exposed to the magic that radiated off of her. Tweek was worried about the mental state of Craig.

Clyde sighed, dumping Craig’s uneaten food into the garbage. This was worse than when he was just depressed, this could kill him. Mistress had been so caught up with Craig losing the children that she neglected the city and her captives. Cartman had grown paranoid and panicky, before growing cocky and saying that Mistress would never come for him. Jimmy was basically dying of boredom and lack of human contact, and Token had been trying to coax Clyde into letting him go while Mistress was distracted.

“If you let me go, I’ll come back for you. We can run away from this awful city, tell the world about the terrible things she does,” Token said when he came in. Clyde sat next to Token, eyes watering.

“I don’t want to leave them with her,” he admitted quietly. “She’s going to kill them. She doesn’t know what she’s doing.”

“We can get them all out,” Token said, holding Clyde in that way that let him know he was listening to every word.

A shriek rang through the house, its origins no doubt from Mistress. Clyde stood and bit his lip, pulling out the key to Token’s chains from the pocket of his apron and unlocked them. Token gave him one last, fleeting kiss before fleeing through the window.

“SERVANT!” Mistress yelled. 

“Coming my Mistress,” Clyde called back, running down the stairs. He gasped when he saw what was happening. Craig was lying on his side, a puddle of vomit not two feet away. Tears leaked from his vacant eyes, more expression than they had shown in a long time. Mistress was pacing and shaking her head in distress while Tweek was trying to help Craig up.

“He just started vomiting, what am I doing wrong?” Mistress muttered to herself. She noticed Clyde in the doorway, “What are you waiting for? Clean up that mess!” 

“Yes, my Mistress.” Clyde started cleaning up the vomit, occasionally glancing at the other people in the room. How had this gone downhill so fast?

“What am I doing wrong? What is wrong with him?” Mistress growled.

“W-With all do respect, my Mistress, perhaps you are giving him too much magic, and hypnotizing him isn’t helping,” Clyde suggested, surprised when he suddenly felt pain bloom across his cheek. Mistress had struck him. Her hand was larger than Clyde’s whole head, so he was knocked to the ground, tears springing up in his eyes.

“Be quiet! How dare you suggest that I am hurting one of my pets! You are nothing but a lowly servant, a slave!” Mistress shouted, striking him again. Clyde covered his head with his hands, curling up in a protective fetal position.

When he looked up, Mistress had gone back to her pacing, and Tweek was looking at him with pity and fear. Clyde sat up but cowered when Mistress glared at him. He sat quietly, head down while Mistress angrily ranted. Tears silently dripped from his cheeks and clenched his fists in the folds of his dress.

~~~ 

From then on, the perfect dream that had been life under Mistress shattered. She was irritable, strict, sometimes straight-up cruel. Never would she touch her pets to hurt them, but Clyde was completely open to her. She used him as a stress outlet and felt a sick sense of power when Clyde bowed his head in submission as soon as he saw her, fear flashing through his eyes. 

“I’m scared.” Butters murmured to Kenny one night. “I don’t like it when she hurts Clyde” 

“I don’t either. I’m worried about Craig too,” Kenny quietly admitted. Mistress had refused to let up on her hypnotization, and no one knew how much longer he would be able to take it. Along with the now constant vomiting, he now had frequent seizures and a slowly building fever. Because of the unhealthy state of his body, he stopped producing milk, and his pheromones were growing weak. 

“We have to do something about it,” Butters insisted. 

“What can we do?”

“I don’t know…”

~~~

One part of the situation came to a head when Craig had just come out of a seizure, whimpering and speaking for the first time in weeks. 

“Please, no more. No more magic…” He spoke the words clear as day, and suddenly, Mistress saw she had been doing it wrong. But she was prideful and did not want to admit she had been hurting Craig. She left him and Tweek to their own devices, hoping that something would happen and prove that she was right.

Of course, now that Mistress was trying to distract herself, she visited each of her captives. She sent Jimmy out as a peacekeeper, started a rigorous routine of punishment for Cartman, and when she saw Token’s empty room, it was like a bomb went off in her head.

“SERVANT!”

“I’m here, Mist-ack!” There was a hand around his neck, tight to the point of bruising. Clyde scrambled to pull her hand off, gasping for air.

“You are a little traitor. I let you have your relationship with him and you took advantage of me!” Mistress growled. Stan, Kyle, Butters, and Kenny peeked around the corner, drawn by the yelling. 

“She’s going to kill him!” Kyle cried quietly. It had been a while since Mistress stopped hypnotizing him, as he showed no need anymore. 

Mistress dragged Clyde to her personal chambers, the servant scrambling for breath the whole way.

Clyde’s screams rang through the house that night.


	19. Chapter 18

**Summary for the Chapter:**

> Mistress is a terrible person

Blood was dripping from his back, wounds and welts crisscrossing the skin. Mistress had found a belt in the top of her closet, or something similar to that, and had whipped Clyde for hours. She beat all her anger out on him, relishing the screams of pain. This would teach him, don’t be anything other than a lowly, slutty slave. Speaking of slutty, after whipping his back until it bled, Mistress held Clyde down and revealed what was under her skirt. A long, thick dick. Clyde cried and tried to get away but she was pushing inside him, making him shriek in pain from being unprepared. He sobbed into the sheets the entire time as she grunted and gasped, growling at him about how much of a slut he was, how he disgusted her. The force of her rocking into him was enough to shove him down against the bed and pin him there.

“I don’t want this!” He had cried, only to be met with a large hand slapping the open wounds on his back, Mistress leaning close.

“This isn’t about what you want. This is about you being punished for being a traitor!” She hissed at him. Clyde pressed his eyes shut, hoping it would end soon. 

It didn’t. Mistress was able to draw out the fucking to almost half an hour before she came, bloating up Clyde’s insides in a way that made him want to puke. When she pulled out, a tsunami of cum came as well, and she watched with a sick smirk as Clyde drained out all her cum. 

He was too weak to move much, in too much pain, but Mistress grabbed him roughly by the arm and tossed him out of her room. He landed harshly on his face, cheek connecting with the ground sharply. 

Clyde curled into a ball, holding onto his dress, ruined from being torn open on the back and his panties completely gone. There were cumstains on the fabric that Clyde once found so comforting, and he couldn’t help but shake from the force of his sobs. 

“Is she done?” He heard whispers down the hall, and, with some difficulty, lifted his head to look.

“Clyde!” One of the voices called, and he saw Butters rushing towards him. Renewed tears dripped from his eyes as he saw the pets, sans Craig and Tweek, rushing towards him.

“Oh god, what did she do to you?” Stan whisper yelled.

“Kenny, pick him up, we’ll take him back to our room,” Butters said. Kenny complied and lifted Clyde, who cried out in pain at the movement. 

“Shh, it’s ok, I’m sorry, we have to get you out of here,” Kyle said in comfort to Clyde, who was too dazed out in pain to comprehend much, but the rhythmic steps slowly lulled him into a restless sleep.

~~~

Butters and Kenny had the most experience cleaning up wounds and worked with what they had, which was the first aid kit from both of the bathrooms, Kenny and Butters, and Stan and Kyle’s. With the gauze and bandages, they managed to patch up Clyde’s back, just as he seemed to start coming to.

“Hey, man, you ok?” Stan asked. Clyde’s response was only a groan.

“What did she do to you?” Kyle inquired. Clyde shook his head and gestured to his bottom half, lucky that the boys were able to catch on.

“She raped you? That’s horrible!” Butters cried, and they all gently comforted him with hugs and small touches, aware if they accidentally overstepped and made him uncomfortable. Clyde cried a new wave of fresh tears and let them hug him, the comforting touches welcome after all Mistress’s abuse.

~~~

As morning rolled around, Clyde awoke to find that Tweek and Craig had joined them in the night. Craig was looking much better, not as pale and unresponsive, though his body twitched regularly in his sleep. Clyde attempted to sit up, wincing as the wounds in his back were pulled. There was a throbbing in his pelvic area and not the good kind. The memories from the night before played through his head and he felt tears welling up as he started back towards his room and struggled into a new uniform. Every movement sent pain coursing through his body, and it took longer than usual to change. 

“Servant!” Clyde felt his body tense up, every fiber of his being screaming for him to run away, to hide, but he forced himself to go to her, limping every step.

“Why are you taking so long today, little servant?” Mistress asked, a sickening smirk on her face, laced with anger. 

“M-My own fault, My Mistress,” Clyde replied.

“Tch-” Clyde’s slowness was rewarded with a blow to the back of the head, sending him toppling to the ground. He tried to get up, but his body wouldn’t let him, tired and in too much pain. He felt hot tears dripping from his eyes as he attempted to stand. 

“Get up! I didn’t keep you just so you can cower on the floor like an animal!” Clyde squeezed his eyes shut and tried to stand again, this time succeeding. He started his morning routine, preparing breakfast and doing the dishes. After setting out the table and bringing the food in, he turned to see Mistress holding his plate.

“Traitors only get fed table scraps.” She gestured for him to follow her and sat in her chair at the head of the table as the pets arrived to eat, each looking to Clyde in sympathy. Clyde was instructed to sit on the ground to the left of her and he did so, legs tucked under him. He took the opportunity to see how everyone was doing. Craig was awake and seemed to be eating, albeit with the help of Tweek, which he was sitting in the lap of. It made Clyde smile a bit, Craig was doing better and even seemed to be alert to the people around him. Kyle was quietly talking to Stan, worry evident on their faces, and Butters was not so subtly watching Clyde while Kenny attempted to make small talk to cover up the fact. The air was thick with tension, enough so that one could cut it with a knife. 

Clyde tensed up when Mistress’s large hand came down to muss his hair, the action earning him a tug on his wavy locks. As the meal progressed, the hand moved farther down, and any attempt to move away was met with punishment. In the end, Mistress was leaning down in her chair as she groped Clyde’s privates, the boy unable to do anything but silently cry and hope it ended soon. The pets stared in dismay, too afraid to speak up. 

After breakfast finished, Clyde rushed to do his duties, trying to get away from Mistress as soon as possible. There was no food left for him, of course, and carrying the dishes was difficult to do when every movement created a twinge of pain in his back. 

He was trembling as he brought the dishes to the kitchen, so much so that the plates in his hands slipped, shattering on the ground. Clyde looked to Mistress fearfully, panic rising in his chest as he saw the expression that meant that he was about to get it. 

His hands flew up to protect his face instinctively, expecting a blow that never came. He looked up to see Craig standing in front of him, arms held out in a sign that clearly said: “Back off.”

“C-Craig?”


	20. Chapter 19

**Summary for the Chapter:**

> Craig tries to protect his friend. In the end, it doesn't work out.

Mistress was surprised, no, downright shocked to see one of her pets step out of line. 

“Craig, move,” She said gently, that once comforting smile now strained, and her voice was an octave higher than she was probably meaning for it to be. Craig shook his head, eyes hard. 

“Craig, I said to move,” Mistress drew herself up to be more intimidating, looming over Craig. He simply flipped her the bird. The flecks in her eyes started to swirl, but Craig closed his eyes, face just as set. 

“If you won’t move, I’ll move you myself. Later, we will have a nice talk about how pets should behave.” Mistress grabbed Craig by the arm, moving him to the side and advancing towards Clyde, who fell to his knees and bowed his head, hoping his submission would lessen the blows. Her hand raised, aimed at the healing wounds on his back. It came down… and struck Craig instead. He had thrown himself between Mistress and Clyde.

“Craig, what are you doing?” Mistress growled. “You made me hurt you.” Craig took a moment to catch his breath, the blow knocking the wind out of him. He drew himself up, somewhat shaky. Mistress caught him by the chin, forcing him to look at her. Every time he tried to close his eyes, Mistress would take her free hand and force them open. As soon as his body started to fall under her hypnotism, he reacted violently, hardly giving warning before vomit was covering the floor, his legs, and Mistress’s front. He started to twitch wildly, and his muscle spasms knocked him out of Mistress’s grip before she could finish. 

“C-Craig, just go,” Clyde quietly pleaded. His punishment would only be worse once he was removed from the situation. Craig weakly picked himself up and sat right in front of Clyde, eyes still fierce. Mistress grabbed him and pushed him away, sending him to the ground. She heaved Clyde up from the ground, her fingers around his arm tight to the point of bruising. She pointed to the shattered dishes

“Clean it up,” She growled. Clyde nodded and stepped away to get the broom, confused when Mistress yanked him back. “No. Clean it up.” Clyde felt his eyes filled with frustrated tears.

“But-”

“Clean it up!” Clyde crouched, gathering broken pieces into his hands and stood, putting them in the garbage. Mistress wasn’t objecting anything, so he continued. After the big shards had been cleaned up Clyde reached for the broom again but was once more yanked back. Reluctantly, he picked up the smaller shards, wincing as sharp edges easily sliced past his fingers. 

Eventually, the mess was cleaned up, and the time for Clyde’s real punishment came. Craig was locked in his room to avoid interference and Mistress took Clyde to the cellar, musty, cold, and damp. She forced him to the ground and he sat obediently, head down.

“Stay here. If you move, I will know.” Mistress left and returned shortly with zip ties, tying him to one of the exposed pipes of the wall, just high up enough that Clyde would be unable to properly sit to rest.

“You can stay here while I find a new servant. If I decide you can stay, you will be hypnotized. I will not let you manipulate my pets any longer.” The door slammed behind her, followed by the distinct click of a lock and Clyde was left in the dark.

~~~

Craig paced until he was out of breath, which wasn’t very long, before stressfully plopping into Tweek’s lap. It was frustrating, the fact that his recent health concerns took so many things from him because it also took his voice, and he was unable to express how much it worried him that Mistress had gone into the cellar with Clyde and had come out without him. 

They needed to get Clyde out of there. A tapping noise sounded at the window and Craig looked up, surprised to see Token at the window.

He stood and opened it, letting the escaped boy climb in.

“I came for Clyde. I found a place just outside town that we can go to.” He said with a grin. “And I’m glad to see you’re feeling better.” Tweek and Craig shared a worried look and Token’s smile fell.

“Is… something wrong with Clyde?” Token asked. Eventually, Tweek spoke up.

“Mistress has been… hurting him. It started just after you left. And yesterday, she found out that Clyde let you go. I… I think he’s locked in the cellar.” The blonde said.

“What?” Token exclaimed. “What has she done to him?” 

“It was slaps at first, hard enough to knock him down, then she would kick him sometimes, ya know, beat him up. But then she learned that you were let go. She dragged him to her room… we thought she was going to kill him. She whipped him with a belt and… and… raped him.” Tweek said, “If she could give boys pussies, it doesn’t surprise me that she has a dick.” 

“Oh god.” Token covered his mouth in guilt. He had made Clyde let him go. “Where is he now?”

“In the cellar. Mistress said something along the lines of getting a new servant.” 

“We have to save him.” Craig nodded, trying to express that he had thought the same thing. Before anything else happened, there was shouting downstairs.

“I’ll come back tonight, we’ll get him out.” With that, Token slipped out the window.

The two boys peeked over the banister of the stairs, only to see Mistress angrily ranting. A hypnotized Jimmy stood before her and was watching quietly. 

“Of course the only time anyone listens to me is when I have them hypnotized! And I can’t even do that anymore to anyone if I don’t want to destroy their minds!” She exclaimed, “I don’t know why Craig reacted the way he did to it, he used to be hypnotized all the time! And why did my servant betray me when I gave him everything he asked for without him having to even ask!? I gave him clothes and food and even giant tits and on top of that, a relationship with one of our captives and he goes and betrays me like that!?” She turned to Jimmy, shoving him out the door. “You’re officially on duty, get out of my sight!” 

Craig turned to Tweek, frowning. This was getting out of hand.

**Notes for the Chapter:**

> sorry if this chapter wasn't so good, im going through some tough times emotionally


	21. Chapter 20

**Summary for the Chapter:**

> The pets help Token rescue Clyde

Clyde blearily looked up, squinting into the light of the cellar door opening. 

“Clyde?” A recognizable voice called from the doorway. 

“Butters?” Clyde called back, voice cracking through his chapped lips. He didn’t know how long he had been down in the cellar, long enough for his hands to go numb and his body trembled from keeping him from hanging from his wrists. He was exhausted, but every time he relaxed, those zip ties yanked at his wrists where the plastic had cut into the skin. 

“I brought you food, don’t tell anyone.” The blonde said, making his way down the steps.

“Who would I tell?” Clyde laughed bitterly, but he was happy, ecstatic that he wasn’t alone. The dark was a force of crushing silence, the bitter loneliness often leaving him breathless at the weight it held on his chest.

Butters approached, crouching before Clyde. He was a bit more rotund, putting on a bit of weight along with his growing baby bump. 

“Did she replace me yet?” Clyde asked, opening his mouth for the bite of food Butters held up.

“Maybe,” Butter’s looked down. “Every once in a while she brings someone in tries to train them, gets upset and sends them away. Right now she's trying to train some highschooler."

It had been three weeks since Clyde was put in the cellar, and so far his only visitor had been Butters. It wasn't that the others didn't want to, but Butters was the only one with the courage to. He brought food, helped clean up any mess that Clyde had made from lack of restrooms and told him what was happening upstairs. One thing he never did was help relieve Clyde of the building pressure in his breasts, as the smell was very distinct and the milk would be hard to clean out of clothes without taking them off, and Butters did not want to get caught. So Clyde's breasts swelled painfully each day, threatening to snap his bra. 

"Has he come back?" Clyde asked hopefully.

"Yeah, Token was here a little while ago. He wanted to carry out his plan today, but Mistress had a fit and scared him off. We plan on doing it tomorrow. You'll be out of here in no time." Butters wiped the food from Clyde's face and held up a glass of water for him. He gulped greedily, almost choking on it.

"Thank you, Butters," He said as the boy prepared to leave.

"My pleasure. Hang in there pal." And with that, Clyde was left in the dark once more.

~~~  
The wait until they could rescue Clyde was horrible. But today it would come to a close. Just after dinner, Token climbed in Craig and Tweek’s window. Craig pretended to be sick so he could let him in and direct him towards the cellar. Kyle started complaining about a stomach ache as Butters gave the signal, sending Mistress into a panic about another one of her pets having a miscarriage and took him to her room to try and send magic into him. Stan followed, pretending to freak out to keep Mistress riled up. Because Kyle was still being hypnotized when Mistress’s powers got stronger, his mind and body would be able to take the magic.

Token rushed down the steps of the cellar, using his phone flashlight to see. As soon as Clyde caught sight of Token, he burst into tears of happiness, while Token felt his stomach drop at the sight of Clyde. 

“Y-You came back for me!” Clyde sniffed, “I knew you would come, I knew you wouldn’t leave me here!” 

“Shh, yes I’m here, try to stay quiet ok?” Token asked as he worked on cutting off the zip ties. Clyde nodded and fell forward as soon as his restraints were removed, but Token caught him.

“Can you walk?” He asked.

“I don’t know. I don’t think so,” Clyde said, attempting to stand but collapsing not a moment after. Token scooped Clyde into his arms, grunting under his weight. He carried Clyde up the stairs and followed Kenny to the first-floor window, where he set Clyde down and climbed out, Kenny passing him the weak boy afterward. 

A roar of anger rang through the house as Token ran across the edge of the lawn to avoid being seen and slid Clyde into the passenger seat of his car. He ran around to the other side as Mistress burst through the front door, immediately spotting the car. She ran towards it as Token started the engine, shooting off at full speed. He saw her running after his car in the rearview mirror, but his car was actually a really good model, and quickly lost her. He backed into an alley, stepping out of the car for a moment, pulling a tarp down from the fence guarding the alley against the foresty area behind it, revealing a giant hole that had been cut in it, big enough to let the car pass through harmlessly. After getting back in the car and backing out of the alley, he stepped out once more to put the tarp back up. 

There was a beat-up dirt path winding through the forest, and Clyde regarded it with weak confusion.

“We used to use this path to run off in high school, remember? To the old cabins.” Token explained. Clyde chuckled at the memory, it felt like forever ago, and he had almost forgotten about the place. 

“We going to the cabins?” He asked. Token nodded and Clyde smiled. He finally let himself relax, nodding off in the seat quickly. It had been weeks since he got proper rest.

~~~

“YOU ARE ALL TRAITORS! I TRUSTED YOU! I LET YOU DO WHAT YOU WANT!” Mistress screamed at the group of huddled boys, all trembling in fear of her wrath. “No, no, you are all to loyal to do that. Clyde manipulated you. Token manipulated you. Because you are not trained. I’ve been letting my pets run amock, of course you would get into trouble. I need to train you to be good little pets, obedient little pets.” 

The boys all shared a look of utter terror.


	22. Chapter 21

**Summary for the Chapter:**

> Mistress starts "Training" the pets. Clyde and Token have some soft time with a sprinkle of angst.

Mistress’s “training” involved separating the mates from each other, locking them up. Mistress forced the tops to watch their mates through tv screens, unable to comfort them. It was torture on both ends the desperation of the tops to communicate with them led to Stan trying to break down his door, Tweek twitching uncontrollably and sobbing at his the sight of his mate so distraught, and Kenny yelling the screen in some strange denial, almost convincing himself that if he yelled loud enough Butters would hear him. The bottoms knew cameras were watching them, and it made them frustrated that they could only communicate one way. Butters would talk for hours, trying to fill up the deafening silence of his room, Kyle shouted and screamed until his voice gave out, and Craig sat quietly, trying not to panic at the prospect of being trapped and alone. Occasionally, he would lift his hands and sign out little messages, both Craig and Tweek having learned sign language to talk through panic attacks where Tweek couldn’t get any words out through his exclamations of “GAH!”, or emotional shutdowns where Craig couldn’t bring himself to verbally speak.

After a few days of this, Butter’s room door opened. The blonde stopped the warbling tune he had been singing to look. Kenny moved closer to the tv to watch. Mistress stepped through the door and both mates tensed up.

“Hello, Butters,” Mistress said. She was holding a bag, the contents hidden.

“W-well hello, Mistress, wh-whatcha got there?” Butters asked, shrinking back against the bed. 

“Why it’s the next step of your training,” Mistress grinned. “You were the most disobedient. I felt your energy all over the cellar. You were visiting the little traitor. So you’re going first.” She advanced towards him and he moved back, only to be grabbed by the arm. The bag was opened. Rope was taken out.

Butters found himself bound to the bed by his wrists and ankles, feet tied to the ends of the bed, spreading his legs open. Mistress took a plug from the bag as well, working it into the blond’s cunt, making Butters moan involuntarily. Kenny’s mouth dropped open at the scene he was watching. Butters cried out as Mistress hit a button on the remote, starting up vibrations straight to his g-spot. Kenny felt himself stiffen a bit but was still angry about her doing this to Butters.

“Now you will be trained to be the slut that I want you too. Hopefully, you’ll fall into subspace as soon as you see your mate after this.” Mistress said, “The plug will expand slowly over the period of a day, and then get longer over the course of two days. After that, you’ll have to wait and see.” Butters was left by himself, panting and moaning at the constant stimulation. Kenny felt his hand drop to the log between his legs, unconsciously jacking himself to the feed on the screen.

The same process was repeated for Kyle, then Craig. Kyle’s would get much thicker and longer than the other two, and he would have it in longer. As punishment for scaring Mistress by pretending there was something wrong with his baby, she was going to turn Kyle into the biggest slut of the group, until every word that came out of his mouth was a plea for cock. Craig got off the easiest, having not had that huge of a part in Clyde’s rescue, to Mistress’s knowledge. He was left unbound as the plug went in, able to jerk off freely. 

Mistress then visited the tops, tying their wrists to the bed and sliding a vibrating cock ring onto each of their massive dicks, leaving them desperate for release as they watched their mates in such pleasure while being stimulated themselves. The house was filled with the smell of sex.

~~~

Token helped bathe Clyde, working out all the pent up milk in his over swollen breasts, washing the stench of the cellar from his skin, cleaning the wounds in his wrists from the rubbing zip ties. He massaged Clyde’s back and thighs, shoulders and feet, trying to coax circulation to flow better after being held in one place for so long. It was much appreciated by Clyde, who let out long groans and sighs of relief as feeling returned to his hands and feet. He was limp as Token picked him up with a grunt and wrapped him up in a fluffy towel. The cabin had been prepared for them, food stocked up, any damage had been repaired, blankets and clothes had been hung in the closet. Token had been busy in the time he had been away.

Clyde was tucked into bed, whining when Token pulled away from him.

“I’m just going to get you something to eat, alright?” Token reassured him. Clyde reluctantly agreed, letting Token leave the room. Leave Clyde by himself. Alone. 

He hardly noticed it when his breath had picked up, but there he was, struggling to breathe as the crushing feeling of being alone again made the walls press in on him, stealing away the oxygen in the room. Token had left him alone. He knew that he wasn’t tied in place, but his body was too weak and tired to do much at this point, other than draw himself in a protective ball. Alone. All by himself. Token was gone, he was all alone. It didn’t matter that Token was just getting some food to Clyde’s panic-ridden mind. It was all the same to him, that he was all by himself, vulnerable, defenseless. 

It took him a moment to register there were hands gently rubbing his shoulders and his first thought was Mistress! But the hands were too small, too soft, too gentle. Clyde looked up to see Token watching him with worried eyes, rubbing his shoulders to calm him.

“You ok?” the boy asked. Clyde nodded silently, pressing himself to Token’s side as best as he could. After a moment, Token continued. “I shouldn’t have left you alone, I should have known that was a bad idea.” 

“S’okay,” Clyde mumbled. “Didja bring me food?”

Token laughed, accompanied by Clyde’s shaky chuckles.


	23. Chapter 22

**Summary for the Chapter:**

> Mistress is training her pets and Clyde wakes up at the cabin.

Butter’s head felt fuzzy. He couldn’t think straight, not with the mind-numbing pleasure buzzing through his body. He didn’t want to give in to the creeping feeling building in the back of his mind, but it was hard to get out a rational thought between the bolts of pleasure shooting up his spine.

“Look at you, at all the mess you made,” Mistress smiled as she walked into the room. Butter’s three days were up, and he had soaked through the sheets with sweat and cum. It was time to move on with his punishment. Butters’s eyes rolled toward Mistress, a whine escaping his lips.

“Tired?” Mistress asked. Butters nodded quickly. “Good, the mind is more impressionable when it is tired.” She untied his ankles and wrists, and Butters’s hands immediately shot down to grab his member and simultaneously try to shove fingers inside him alongside the plug. Mistress caught his wrists before he could do much, they were weak from the days he was tied up anyway, so it wasn’t like he could do much.

“You must learn to be dependent,” Mistress said, “So that you never think of disobeying me again.” She picked him up with none of her usual fondness.

“Wh-where are we going,” Butters tiredly asked. 

“I’m taking you to your mate, he’s been pent up for the same amount of time as you, except he hasn’t been able to come. At all.” Mistress said, “I’m boiling you all down to your most basic instincts until you are just like little, mindless pets. The first way to do that is to put you in your sub mindset and him in his dom mindset.” As soon as Kenny’s door was open, a wave of pheromones smacked Butters in the face. Kenny was lying on his back, chest heaving as he desperately sought release.

“Look at him, so desperate to come,” Mistress whispered to Butters. She set Butters on the floor and stepped over to Kenny, sliding the cock ring off. Kenny screamed as he came, the force of his orgasm almost painful. But as soon as he pittered down, the ring was back on. He groaned in exhaustion, turning his head and locking eyes with Butters. 

“You will be staying here for the next few days. I’ll bring you some food,” Mistress said, suddenly pulling Butters to the bed and tying his wrist to the post. “Hopefully, you’ll be deep in subspace soon.”

~~~

Clyde woke up to an empty room. Initially, he started to panic, but there was clanging from the kitchen of the cabin, and he was able to calm a bit. Token was still there, just in a different room. The boy tried to stand, but his legs felt like jelly and he leaned heavily against the nearest wall. 

“Token?” He called hoarsely. The sounds in the kitchen stopped and Token was peering down the hall.

“Oh, babe, welcome to the land of the living!” Token said, smiling and helping Clyde to the kitchen. “I was starting to think you would sleep forever!” 

“Why? How long was I asleep?” Clyde asked.

“Well, you’ve been in and out for about 3 days, poor thing, you were so tired,” Token smiled, helping Clyde sit down. 

“Yeah, well…” Clyde smiled, but it was strained. Token kneeled in front of Clyde’s chair and hugged him gently.

“I won’t let you get hurt like that ever again,” He whispered, hooking his pointer finger under Clyde’s chin and pressing a gentle kiss to Clyde’s lips.

“What about the others? They’ll be punished. For helping me,” Clyde asked.

“We’ll get them out, I promise,” Token assured him. “For now, let’s focus on getting you back on your feet.”

~~~

Drool dripped from Kyle’s lips, eyes glazed over, panting. He couldn’t think, not even in the blurry way like Butters, just blank. Mistress had left the plug inside him, and that coupled with his mate’s strong, heady scent left him dazed. Stan didn’t seem to be faring much better on the bed, though he was very vocal, groaning and moaning incoherent words. The strong smell of his arousal overpowered Kyle’s own, and he absolutely loved it. 

Time passed by with no bother to Kyle, he sank deeper and deeper into the cloudy haze only aware of the sensations in his body. 

A door opened, but the ginger couldn’t bring himself to even stir. Someone knelt before him, but his curiosity was not piqued in the slightest.

There was something at his lips. He let them fall open and that something was placed in his mouth. Food. Kyle attempted to focus his vision as the single thought filled his smoky mind. Mistress. The question answered, Kyle’s brief gasp of rational thought sank back into the murky depths. 

“Look at you, so obedient, so...perfect,” There was a hand carding through his wild curls. He smiled. Praise. Praise was good. He was good. A perfect pet.

**Notes for the Chapter:**

> Happy Halloween y'all


	24. 23

**Summary for the Chapter:**

> Clyde and Token devise a plan to take down Mistress, and Butters gives birth, though it isn't as happy as he thought it would be.

“God, she’s training them… like animals,” Clyde was peering over the side of the window. Several months had passed since he had been rescued from Mistress’s cruel grasp, the deep wounds from the abuse nothing but scars. He and Token had been planning on how they would be able to end Mistress’s reign before she spread it to the rest of the world, but they were running out of time. Butter’s and Kyle were swollen enough that they looked as though they would pop at any point, and once those children were born, Mistress would start to take over the nearby cities, until the entire state was taken over, eventually leading to the entire country being under her control, and soon, the world.

The pets themselves were in no condition to escape, and there was no way that Token and Clyde could rescue them all. They were mindless, bent to the will of the Mistress through torturous training. She had used Cartman as an example, showed them just how she would punish them the next time they disobeyed, stripping the tubby hero and whipping him before chaining him up in the middle of town for everyone to gawk at and laugh. This happened several times. Clyde had attempted to let him go at one point, despite the state of their relationship, but Cartman had screamed profanities at him about his traitorous nature. Clyde ended up fleeing before he was caught, leaving Cartman behind. 

There was only one way to save the boys. They would have to kill Mistress. She had too much power over the pets. And they had to do it soon. 

Mistress was most vulnerable at night when she was sleeping, and Token knew the mansion like the back of his hands from when he was trying to rescue Clyde. That was their plan. They would sneak in at night and kill her in her sleep. 

“Do… do you think we’re doing the right thing?” Clyde asked one night, nestled peacefully in Token’s arms.

“Morals were thrown out the window a long time ago,” Token replied, “Back when Craig and Tweek were first kidnapped.”

“God, everything is so messed up. It’s just a huge mess,” Clyde sighed. “I wish things could go back to the way they were.”

“I think all of us do,” Token agreed.

~~~

Screams rang through the house the morning after. Sometime during the night, Butters had gone into labor, and his water broke in the early morning. Currently, he was laid in bed as he pushed, Mistress stationed at his entrance.

“There’s the head, keep pushing!” Mistress urged as Butters crushed Kenny’s hand with his own, squeezing in pain. Butters shrieked as the baby crowned, and it was easier from there. Within the next two hours, there was a blonde baby girl nursing gently from Butters’ teat, and the boy laid back to catch his breath. 

“You did so good, little pet, so well,” Mistress said, cleaning up. 

“Look at that, our own little child,” Kenny said happily. “She looks kinda like Karen did as a baby.”

“Yeah,” Butters, breathed. Mistress stood tall.

“What do you say, pets?” She asked, expecting them to still follow their training.

“Thank you, Mistress, you’ve been so very generous,” They relayed back almost automatically.

“Good pets, now let me see the child,” She demanded. Butters, looked down at his baby and swallowed heavily.

“Wh-what are you going to do with her?” He asked, “If you don’t mind me asking, Mistress?”

“That’s not for you to know, now let me see the child,” Mistress growled, displeased at Butters’ questioning. 

“No, I wanna know what you want with her,” Butters protested.

“You can’t just take our kid,” Kenny chimed in.

“I can do what I please, you disobedient little rats!” Mistress growled, pulling the baby out of Butters’ arms.

“Give her back!” Butters cried. Kenny jumped up, ready to fight, the sudden shock shaking the pair out of the strange state Mistress had been keeping them in. He was rushing towards Mistress, who held out one hand and grabbed him by the throat, causing a choking noise to rip from his throat.

“I gave you the ability to create this child together, she belongs to me,” Mistress growled.

“Please, Mistress, please give us back our child!” Butters pleaded. Mistress tossed Kenny in the direction of the bed and he landed with a harsh thud. 

“You will stay here while I do what I need to. Maybe, if you be good, you will get to see your daughter again."


	25. 24

**Summary for the Chapter:**

> Mistress is murdered.  
(also I'm sorry for the wait I've been swamped with schoolwork and work.)

It was quicker than they thought it would be. The window was slid open, the two boys crept into the dark bedroom. They took the rope and wrapped it around the Mistress’s throat, and on the count of three, they yanked tight. Mistress’s eyes flew open, and she let out a choked noise. As she scrambled at the rope, Token held her hands down as Clyde continued to pull, letting all his anger and hate flow out in the form of strength as he slowly strangled his former master. In her last fleeting moments of life, Mistress stared into Clyde’s eyes, whispering unintelligibly. He felt his limbs get heavier, a dread settling deep in his stomach as pain flared up in his chest, near his heart. Finally, Mistress went limp, and a pulse check from Token told that she was in fact, dead. They had done it. The town would be free, and they would get to leave the mansion and it’s terrible memories behind. So then why was Clyde shaking and trembling, as though he was mourning, grieving? 

He shuddered and sank to his knees, suddenly weak. The world was spinning and he felt sweat starting to drip down his face. Token was talking to him, kneeling and placing a hand on his shoulder, but the words were blurry, and he felt himself listing to the side, the world going black. 

~~~

Butters felt it as soon as it happened. A sudden loss, like a blanket had been pulled off of him. His head was clearer and he bolted up in bed, looking to Kenny. He had felt it too. Butters attempted to climb out of bed, though he was still shaky from childbirth and held onto Kenny heavily.

“Something happened to Mistress,” Kenny said quietly, and Butters nodded, “It’s like she’s…”

“Gone,” Butters finished, “We should check.”

The pair went to Mistress’s room and were greeted with a pair of people they didn’t expect to see again. Clyde, sprawled out on the floor, Token trying to get him to react, and Mistress’s body strewn across the bed. 

“What...happened?” Kenny asked quietly.

“We killed her. We killed her and she’s dead, but she did something to Clyde,” Token felt Clyde’s face again, tapping his cheek in an attempt to get him to stir. But he was still. In his confused haze, he hadn’t even noticed Butters’s lack of a baby bump.

“You should get him to a bed. There’s someone we need to find.”

Butters and Kenny searched the house, each room, before eventually coming across a nursery. Alone, and peacefully sleeping, was their daughter, who Butters scooped her up, holding her gently.

“You’re ok, mama’s here,” Butters gently cooed. 

“We never got a chance to name her,” Kenny said, “Before she was taken from us.”

“You’re right, it has to be perfect,” Butters said.

“Just like her,” Kenny agreed.

~~~

Clyde was somewhere dark, at least his mind was. There was nothing there, just fleeting whispers. This must be what Mistress was mumbling about in her final moments. A curse or something. He sat down, contemplating what he was going to try to do. He could try to walk around, find an exit of some kind, but he didn’t know if it would be useful. It was the only thing he could think of though, so he stood again and started walking.

“Clyde, honey, please wake up, please wake up baby,” Token pleaded with Clyde’s limp body, placing soft kisses all over his face, which he knew was Clyde’s favorite way of waking up. 

“Here,” Kyle was handing him a glass of water, attempting to be helpful. He and Stan had woken up from their magic drunk state when Mistress was killed, just like Craig and Tweek and everyone else, and though they didn’t quite understand what was going on, they were trying to. Kyle, in particular, was worried about Kenny and Butters as nobody knew where they went, only that they were going to get something or someone. They were oblivious to the fact that Butters had given birth. 

Speaking of giving birth, Stan was particularly worried about how Mistress’s death would affect Kyle’s ability to have their baby. 

“What if we need to get you a c-section, or something goes wrong and the baby ends up still-born, or you die trying to give birth, or-” Kyle silenced him gently with a kiss, trying to calm him down.

“It’ll be okay, we’ll worry about that bridge when we go to cross it,” The redhead murmured. Stan sighed but tried to calm himself down.

Craig, who was sitting on Tweek’s lap on the floor next to the bed Clyde was in, signed something to Tweek who relayed it to the group.

“How are the people in town going to react to this? They worshipped Mistress,” He asked.

“I don’t think we should think about that right now,” Token said, “We have bigger things to worry about.” like saving Clyde.

At that moment, Butters and Kenny entered the room, a bundle of blankets in their arms. Everyone’s eyes widened as they realized what it was.

“This is our daughter, Ashlyn.”


	26. 25

**Summary for the Chapter:**

> Clyde has a mental battle

“Still no luck, huh?” Stan asked as he stood in the doorway of the cabin, grocery bags hanging from one arm. Token sighed and shook his head. 

“I-I don’t know what to do,” He said, “Clyde isn’t responding at all.” Stan set a bag inside the door, sadly closing it. After the townsfolk had discovered that their new god had been killed, they were thrown into chaos, and ultimately, turned on the residents of the mansion. They had retreated into the cabins in the woods, most of them in semi-acceptable living conditions, though while Butters cared for Ashlyn and Kyle seemed ready to pop at any moment, Kenny, Stan, Tweek, and Craig attempted to fix up the cabins. Kenny, Stan, Tweek, and Token picked up small jobs here and there in the next town over to help keep them afloat, but while they could pass largely unnoticed, the bottom’s would most definitely not.

They were largely just happy to have escaped from Mistress’s harsh mind washing, but the knowledge that Clyde was still laying on the bed in Token’s cabin, deathly still, unresponsive, it brought down any celebratory feelings they may have had. They just hoped that sooner, rather than later, Clyde woke up.

~~~

It was dark, wherever he was. The silence, the black, it was a weight that pressed at him from all sides. He called out, but the darkness swallowed up his sound before it reached his lips. There was no air, he was suffocating. But there was nothing he could do, he couldn’t move. 

There was someone else here with him. She shouldn’t be here. She was dead. Was he dead?

“No, little servant, little...traitor,” His Mistress’s sultry voice hissed at him, “You are alive, for now.” It was brighter now, still hardly light enough for him to see, but her giant form and flowing hair were easy to pick out.

“I-I want to go back,” Clyde whispered.

“So do I, little one, but unfortunately, you killed me,” Her hand was on him, caressing his neck, softly, just like before, when he first came to the mansion.

“I-I had to. Y-you were hurting them,” Clyde clenched his fists. 

“I was doing what was right for them. They are special, different from the rest of humanity. You are too, little servant,” Mistress was now kneeling before Clyde, and her eyes are doing the thing, swirling, hypnotic, but images of Craig, seizing and vomiting, flashed through his mind and he slammed his eyes shut, shaking.

“What’s wrong, little servant?” The voice was innocent, but he wasn’t going to take it.

“If I’m different from the rest of humanity, if I’m so special, why did you hurt me? Why did you torture me? Why did you...rape me?” Clyde backed up, finally getting control of his body.

“You don’t understand, you wouldn’t understand. You are too simple, I had to control you, make sure you were safe. Through discipline,” Mistress’s grip was harsh now, the comfort gone. 

“No! You just want to...take over me, drag me down with you! I won’t let that happen to me! Get out of my HEAD!” Clyde screamed. The dark walls cracked, light streaming through.

“You don’t want to do this, little ser-”

“SHUT UP! GET OUT!” the dream shook, cracks forming over Mistress’s body.

“You’ll regret this,”

“I don’t care, I don’t care, Get out, get out, get out!” The dream came crashing down, Mistress’s screams searing through his head.

~~~

“Clyde! Babe!” He had shot up in bed, only to be met with his boyfriend crushing him in a hug. His chest was heaving, panic and adrenaline surging through his veins. 

“Wa- Token?” there were tears soaking his shirt, and Token was sobbing into the fabric.

“You-You wouldn’t wake up, y-you j-just collapsed when we-I thought y-you were just g-gonna waste away!” Clyde had never seen Token like this before, emotional and raw.

“How...How long was I asleep?” Clyde fearfully asked.

“I-I..It’s been two and a half weeks since we...killed Mistress,” Token explained, “As soon as it happened...y-you collapsed, and I couldn’t wake you up!”

“I-I’m okay now, but, what happened while I was out?” Right as he asked it, Butters knocked and entered the cabin, carrying a bundled up Ashlyn in his arms.

“A lot.”

**Notes for the Chapter:**

> Sorry it took so long to update, I had some things going on at home

**Author's Note:**

> This is my first work on this site so please don't judge too harshly.


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